Terms of Service

STELLA Automotive AI, Inc. and its subsidiaries (collectively, "STELLA") provides (1) the STELLA website located at and all associated sites linked to 2) services accessible through the STELLA cloud-based software subscription services of STELLA software products ("Products") and in other ways that STELLA provides services. Some STELLA Products and Services can be used together or in ways that integrate with products and services from third parties. The term "Services" means all services provided by STELLA in conjunction with STELLA Products.

These Terms of Service ("Terms" or "Agreement") govern your access to, and use of, the Services and Products. Please read these Terms carefully. They require the use of mandatory binding arbitration to resolve disputes rather than jury trials or group litigation. Please follow the instructions in the Dispute Resolution and Arbitration Section below if you wish to opt out of this provision. The term "you", as used in these Terms, means any person or entity who accesses or uses the Services or Products and any person or entity who creates an Account (as defined in Section 2(a) and accepts these Terms, including Owners, Authorized Users (as defined in Section 2(b), and the parents or guardians of Authorized Users, as applicable (as described in Section 1((b)(ii)).

These Terms give you specific legal rights. In addition, you may also have other legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial, waiver of class action under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.

1A. DEFINITIONS

Terminology used in any or all of STELLA Agreements and/or these Terms of Conditions:

1. Overview, Eligibility, Customer Service, Term and Termination

(a) Overview and Relation to Other Agreements

These Terms govern your use of the Services and Products. Your purchase of any Product is governed by the limited warranty provided with that Product ("Limited Warranty") and may further be governed by the Terms & Conditions of Sale. The software embedded in the Product (and any updates thereto) ("Product Software") is licensed and governed by the End User License Agreement. Certain features of the Services may be subject to additional guidelines, terms or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms or rules and the ("Website Privacy Policy") and the ("Privacy Statement") are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services and Products.

(b) Eligibility

You may use the Services and Products only if you have the legal capacity to form a binding contract with STELLA (except subject to the provisions of clause (1)(b)(ii) below), you accept these Terms through a Site or by accessing or using the Services or Products, and only if you are in compliance with these Terms and all applicable local, state/provincial, national and international laws, rules and regulations. Only individuals aged 18 and older are permitted to act as Owners of STELLA Accounts. The Services and Products are not available to any users previously prohibited from using the Services and Products by STELLA.

(c) Customer Service

If you have any questions or concerns regarding the Products, the Services or these Terms, please contact STELLA. You understand and agree that customer service and any customer care and support offered and provided by STELLA is not a 911 service or dispatch center, an emergency service provider or dispatch service, or a lifesaving solution for people at risk in their business or otherwise.

(d) Term and Termination

These Terms will remain in full force and effect as long as you continue to access or use the Services or Products, or until terminated in accordance with the provisions of these Terms. At any time, STELLA may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if STELLA, in good faith, believes that you have used the Services or Products in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates and the new owner will have no right to use the Product or Services under your Account (as described below) and will need to register for a separate Account with STELLA and accept these Terms.

(e) Effect of Termination

Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.

2. Accounts

(a) Your Account

To use certain Services and Products, you must register for a user account ("Account") and provide certain information about yourself, as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services and Products will not violate any US or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use "strong" passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your Account and to maintain your password securely to prevent others from gaining access. You agree to immediately notify STELLA of any unauthorized use or suspected unauthorized use of your Account, or any other breach of security. STELLA is not liable for any loss or damage arising from your failure to comply with the above requirements.

(b) Owners and Authorized Users

The individual who creates an Account is the "Owner" of that Account and is the Owner of the Products associated with that Account. Individuals who are authorized to access an Owner's Products and Services are "Authorized Users". Authorized Users may have the ability to use the Services and monitor and control the Products. STELLA may audit account activity to ensure compliance with these Terms. Customer remains fully responsible for all actions taken under its Accounts, including those of its employees, contractors, and Authorized Users. STELLA may suspend or disable any Account associated with misuse, credential sharing, or unauthorized access. Authorized Users may also have the ability to view information (including personal information) and content across all of an Owner's Products, Services and Works with STELLA connections. Authorized Users are responsible for their own actions in connection with the Products and Services, but the Owner also hereby agrees to be fully responsible for all actions taken by Authorized Users relating to the Owner's Products, Services and Account. If you are an Owner who invites or enables an Authorized User, you acknowledge and agree that said Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to use your Products and Services set out above. As a result, if you are an Owner, you should only authorize those individuals whom you trust to access your Account, Products and Services.

3. Access to Services

(a) Access and Use

Subject to these Terms, STELLA grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use the Services by (i) using the SITE in connection with, and solely for the purpose of, controlling and monitoring the Products you own or are authorized to control and monitor or otherwise accessing a service explicitly provided by STELLA for your use (the "Permitted Purpose"), and (ii) accessing the Sites solely for the Permitted Purpose.

(b) Automatic Software Updates

STELLA may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Product Software ("Updates"). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Products. If you do not terminate a previously created Account, you will receive Updates automatically. Your continued use of the Services and the Products is your agreement - (i) to these Terms with respect to the Services and Products, and (ii) to the End User License Agreement with respect to updated Product Software; and (iii) any change or updates that STELLA may make to these Terms or the End User License Agreement over time.

(c) STELLA-provided interface to Third-Party Products and Services

Over time, STELLA may provide the opportunity for you to interface the Products and Services to one or more third-party products and services, through and using the Services ("Third-Party Products and Services"). You decide whether you want to interface, and with which Third-Party Products and Services you want to interface. Your explicit consent and authorization is required for this interface and is revocable by you at any time. Once your consent is given for a particular Third-Party Product and Service, you agree that STELLA may exchange information and control data regarding you and your products, including your personal information, in order to enable the interface that you have authorized. Once this information is shared with the particular Third-Party Product and Service, its use will be governed by the third party's privacy policy and not by STELLA's privacy documentation. You acknowledge and agree that STELLA makes no representation or warranty about the quality or safety of any Third-Party Products or Services or the interface with Product and Services. Accordingly, STELLA is not responsible for your use of any Third-Party Product or Service, or any personal injury, death, property damage (including, without limitation, to your business), or other harm or losses arising from or relating to your use of any Third-Party Products or Services. Once information is shared with a Third-Party Product or Service, its use is governed solely by that provider's privacy policy. STELLA makes no representation or warranty regarding any Third-Party Product or Service, its security, or continued interoperability. Customer's use of such integrations is at its own risk, and STELLA shall have no liability for interruptions or changes in such third-party functionality.

(d) User Submissions and Content

The Content includes information that you and other users provide us with in the course of using the Services (collectively, "User Submissions"), which we may use to provide, maintain and improve the Services. You are solely responsible for all Content that you upload in connection with the Services or that you contribute in any manner to the Services; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you license to STELLA all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. STELLA reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.

(e) Privacy

Please review Section 4(m) below, the Privacy Policy for the STELLA Web Site and the Privacy Statement for STELLA Products and Services. These documents describe practices regarding the information that you or STELLA may collect from users of the Products and Services, including any Content or User Submissions.

(g) Security

STELLA cares about the integrity and security of your personal information. We endeavor to implement appropriate security measures. However, STELLA cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

(h) Modification

STELLA reserves the right, at any time, to modify, suspend or discontinue the Services or any part thereof with or without notice. You agree that STELLA will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any part thereof.

(i) Access Outside Certain Countries

Although the Sites are accessible worldwide, the Products and Services provided or accessed through or on the Sites are not available to all persons or in all countries. If you choose to access the Sites from outside a country in which STELLA supports the Product and Services listed here ("Target Country"), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Sites are not designed for use in a non-Target Country and that some, or all, of the features of the Sites may not work or be appropriate for use in such a country. To the extent permissible by law, STELLA accepts no responsibility or liability for any damage or loss caused by your access or use of the Sites or STELLA Products in a non-Target Country. You will be bound by these Terms wherever you access or use the Sites or the Services.

(j) Beta and Experimental Features

From time to time, STELLA may provide experimental, beta, or preview functionality ("Beta Features"). Beta Features are provided "as is," may be modified or discontinued at any time, and are intended solely for evaluation. Customer assumes all risk arising from use of Beta Features.

(k) Security Testing and Auditing

Customer shall not perform, or allow any third party to perform, penetration testing, vulnerability scanning, reverse engineering, or similar security assessments of the Services without STELLA's prior written consent. Unauthorized testing may result in immediate suspension of access.

4. Customer Responsibilities

(a) General

You are solely responsible for your access to and use of the Services and Products and for ensuring that all such use complies with these Terms and all applicable laws, regulations, and industry standards. This includes, without limitation, compliance with all federal, state, and local laws governing communications, marketing, data privacy, and artificial intelligence technologies, such as the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), the CAN-SPAM Act, state privacy and biometric information laws, and all call recording and consent laws.

(b) Account Administration

You are responsible for maintaining the confidentiality of all account credentials, passwords, and access controls. Only your designated Authorized Administrators and Authorized Users may access the Services. You are responsible for all actions taken through your Account, whether by you, your Authorized Users, employees, contractors, or any other party acting under your authority. You shall maintain written policies, controls, and training programs to ensure its personnel comply with all applicable communications, privacy, and data-protection laws in connection with the use of the Services.

(c) Lawful and Appropriate Use

You agree not to engage in any "Prohibited Use," which includes any unlawful, abusive, deceptive, or unauthorized use of the Services or Products. Without limiting the generality of the foregoing, Prohibited Use includes, but is not limited to: (i) using the Services in violation of any applicable law or regulation, including but not limited to the TCPA, TSR, state consumer protection laws, privacy laws, or call recording laws; (ii) transmitting or causing the transmission of any unlawful communications, including robocalls, unsolicited messages, or spam; (iii) using the Services to develop, train, benchmark, or improve any competing product, service, or artificial intelligence model; (iv) reverse engineering, disassembling, decompiling, or attempting to derive the source code or underlying algorithms of any part of the Services or Products; (v) uploading or transmitting any data, code, or software that may damage, disrupt, or impair the operation of the Services, or interfere with other users' access to the Services; (vi) removing, obscuring, or altering any proprietary notices appearing in the Services or Products; (vii) attempting to gain unauthorized access to the Services or related systems or networks; (viii) Using the Services to generate or disseminate false, misleading, defamatory, or discriminatory content or otherwise engage in harmful automated behavior; or (ix) Violating the rights of any data subject or consumer under applicable privacy, data-protection, or communications laws.

Any Prohibited Use constitutes a material breach of these Terms. STELLA may, in its sole discretion and without notice, suspend or terminate your access to the Services, delete related data, and pursue all available remedies, including injunctive relief, damages, and attorneys' fees.

(d) Data and Privacy Compliance

You are responsible for ensuring that all information, data, and content provided or transmitted through the Services ("Customer Data") complies with applicable privacy, consumer protection, and communications laws. You represent and warrant that you have obtained all required consents and permissions and that your use of the Services does not violate any rights of third parties.

STELLA's collection, use, processing, and retention of Customer Data are governed by Section 8 (Data Rights and Data Handling).

(e) Use of Model Outputs and Work Product

You acknowledge that Model Outputs generated by STELLA's AI systems may contain inaccuracies or incomplete information. You agree to review and verify all Model Outputs before relying on them for business decisions or customer communications. You are solely responsible for any decisions, actions, or representations made in reliance on such Model Outputs or Work Product. You represent and warrants that it has provided all legally required notices and obtained valid consent for any automated communications, recordings, or AI interactions initiated through the Services. STELLA does not guarantee the factual accuracy, completeness, or suitability of any Model Outputs. Customer acknowledges that Model Outputs are probabilistic in nature and that human review and validation are required before relying on any output for marketing, financial, legal, or compliance-sensitive decisions.

(f) Enforcement and Consequences

If STELLA determines, in its reasonable discretion, that you or your Authorized Users have violated this Section or engaged in a Prohibited Use, STELLA may: (i) immediately suspend or terminate your access to the Services; (ii) remove or delete any related Customer Data or content; (iii) notify law enforcement or regulatory authorities as required by law; and (iv) seek all available legal and equitable remedies, including injunctive relief, damages, and recovery of enforcement costs and attorneys' fees.

Your obligations under this Section shall survive termination or expiration of these Term. All collection, use, and processing of Customer Data are governed by Section 7 (Data Rights and Data Handling).

5. Agreed Usage and Limitations of STELLA Services and Products

(a) Intended Use of STELLA Services

The Services are intended to be accessed and used for non-time-critical information and control of STELLA Products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond STELLA's control, including Wi-Fi intermittency, service provider uptime, among others. You acknowledge these limitations and agree that STELLA is not responsible for any damages allegedly caused by the failure or delay of the Services. AI outputs generated through the Services are probabilistic and may contain inaccuracies or incomplete information. You are solely responsible for reviewing and validating all outputs before relying on them for any business or operational purpose. Customer acknowledges that use of AI Services may be subject to emerging regulations, including the Federal Trade Commission's guidance on automated decision-making, U.S. state AI and privacy laws, and comparable international frameworks. Customer is solely responsible for ensuring its own compliance with such laws.

(b) No Life Safety or Critical Uses of the Products and Services

You acknowledge and agree that the Products and Services, whether standing alone or when interfaced with Third-Party Products or Services, are not certified for emergency response, unless expressly approved and certified by STELLA as enabled for central station monitoring through a professional central station monitoring facility. STELLA makes no warranty or representation that use of the Products or Services with any Third-Party Product or Service will affect or increase any level of safety.

(c) Reliability of Services

You acknowledge that the Services, including remote access, are not error-free or 100% reliable and 100% available. Proper functioning of the Services relies and is dependent on, among other things, the transmission of data through your wi-fi network, enabled wireless device (such as a phone or tablet) and broadband internet access, or optional Cellular Backup service, for which neither STELLA nor any wireless or data carrier is responsible, and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, "Service Interruptions"). You understand that Service Interruptions may result in the Services being unreliable or unavailable for the duration of the Service Interruption. We cannot and do not guarantee that you will receive notifications within any given time, or at all.

There is no way for STELLA to provide specific information relating to a situation in your business or elsewhere. You acknowledge that it is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation.

(d) Service Interruptions; no refund or rebate

The Services may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. STELLA does not offer any specific uptime guarantee for the Services.

(e) System Requirements

The Services will not be accessible without: (i) a working Wi-Fi network in your business that is positioned to communicate reliably with the Products; (ii) an Account; (iii) always-on broadband Internet access in your business with bandwidth sufficient to support the Products you use; and (iv) other system elements that may be specified by STELLA. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met. If you modify, substitute, move, or otherwise change any of the required system elements, it is your sole duty and responsibility to be sure they are compatible and properly configured to work with the Products and Services.

(f) Cellular Back-Up in Case of Wi-Fi Outage

In the event of any Service Interruptions to your business's Wi-Fi network or internet connection, the Services may be unreliable or unavailable for the duration of the Service Interruption. You may have an option of selecting a cellular back-up subscription plan ("Cellular Backup") to help improve connectivity in the event of any Service Interruption and decrease the likelihood of interruption of the Services and access to the various features and functionalities of your Products and Services.

(g) Product Information

The Services provide you with information ("Product Information") regarding the Products in your business and their connection with other products and services. All Product Information is provided "as is" and "as available". We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Product Information through the Services is not a substitute for direct access of the information in the business.

(h) Content Responsibility

All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom (or from whose account) such Content originated and STELLA will not be liable for any errors or omissions in any Content. STELLA cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. In addition, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

(i) Prohibited Conduct

You warrant, represent and agree that you will not contribute any Content or otherwise use the Services or Products in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of STELLA; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or program; (vi) jeopardizes the security of your STELLA Account or anyone else's Account (such as allowing someone else to log into the Services as you); (vii) attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (viii) violates the security of any computer network or cracks any passwords or security encryption codes; (ix) runs any form of auto-responder or "spam" on the Services or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); (x) copies or stores any significant portion of the Content; (xi) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; (xii) denigrates or disrupts any network capacity or functionality; or (xiii) engages in remote monitoring to provide professional medical care for any individual, including without limitation, in any health care and assisted living environment.

6. Limitations of STELLA Services Due to Third Parties

(a) General

STELLA Services rely on or inter-operate with third-party products and services. These third-party products and services are beyond STELLA's control, but their operation may impact on, or be impacted by, the use and reliability of the STELLA Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third-party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time and they may impact on the way that the STELLA Services operate, and (iii) STELLA is not responsible for damages and losses due to the operation of these third-party products and services.

(b) Third-Party Service Providers Used By STELLA

You acknowledge that STELLA may use third-party service providers to enable some aspects of the Services - such as, for example, data storage, Back-up, mobile device notifications through mobile operating system vendors and mobile operators.

(c) Equipment, ISP and Operator

You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, business wiring, business Wi-Fi network, Bluetooth connection and other related equipment ("Equipment"), (ii) your Internet service provider ("ISP") and (iii) your mobile device operator ("Operator"). You acknowledge that you are responsible for all fees charged by your ISP and Operator in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service and other policies of your ISP and Operator.

(d) Third-Party Website Links and Referrals

The Sites may contain links to other websites operated by third parties ("Third-Party Sites") and referrals to third-party vendors ("Referred Vendors"). Such Third-Party Sites and Referred Vendors are not under our control. If STELLA provides links and referrals, it does so only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to such Third-Party Sites or Referred Vendors. Your use of these Third-Party Sites is at your own risk.

(e) Authorized Users

STELLA is not responsible for any Authorized User's behavior, or for any personal injury, death, property damage (including, without limitation, to your business), or other harm or losses arising from or relating to their use of the Services.

(f) Release Regarding Third Parties

STELLA is not responsible for third parties or their products and services, including, without limitation, the App Stores, Third-Party Products and Services, Third-Party Sites, Referred Vendors, Equipment, ISP and Operators. STELLA hereby disclaims, and you hereby discharge, waive and release STELLA and its licensors and suppliers from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services.

7. Ownership and STELLA Intellectual Property

(a) STELLA Intellectual Property

All intellectual property associated with STELLA's products, services, platforms, machine-learning models, training data, voice models, conversational logic, prompts, algorithms, workflows, software, code, documentation, analytics, designs, techniques, architectures, model outputs, and all related materials (collectively, "STELLA IP") is and shall remain the exclusive property of STELLA.

No rights, title, or interest in STELLA IP are granted to the customer except for the limited right to access and use the products and services as expressly authorized under these Terms and Conditions. No other rights are granted by implication or estoppel.

STELLA retains exclusive ownership of: (a) all improvements, optimizations, updates, upgrades, corrections, modifications, derivative works, extensions, or enhancements to STELLA IP, whether developed independently or in connection with customer use; (b) all usage data, system performance data, analytics, and insights generated through customer use of STELLA products and services; and(c) all conversational data, including prompts, responses, call transcripts, interaction logs, user behavior data, and training-eligible metadata, to the fullest extent permitted by law.

Customer retains ownership of its own trademarks, branding, customer lists, and business data. Customer grants STELLA a limited, non-exclusive license to use such materials solely as necessary to provide STELLA's products and services.

Unless expressly stated in a separate written agreement signed by both parties, any output, configuration, workflow, report, or deliverable generated through STELLA products or services ("Work Product") is owned exclusively by STELLA. Customer receives a limited, revocable, non-exclusive, royalty-free, worldwide license to use Work Product solely for internal business operations.

Customer shall not, directly or indirectly: (a) reverse engineer, decompile, or attempt to derive the source code, logic, structure, or underlying algorithms of any STELLA product or service; (b) use STELLA IP to build, train, benchmark, or enhance any competing AI models, systems, or services; (c) copy, modify, distribute, or create derivative works of any STELLA IP; or (d) remove, obscure, or alter any proprietary notices.

Customer shall not assert any ownership or authorship rights in any AI-generated content, Model Outputs, or derivative data produced by the Services. All such intellectual property remains the exclusive property of STELLA unless otherwise agreed in writing. All rights not expressly granted to the customer are reserved by STELLA.

(b) Feedback

You may choose to or STELLA may invite you to submit comments, suggestions or ideas about the Products or Services, including how to improve the Products or Services ("Ideas"). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited and without restriction, and will not place STELLA under any fiduciary or other obligation. STELLA may use, copy, modify, publish or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that STELLA does not waive any rights to use similar or related ideas previously known to STELLA, developed by its employees or obtained from other sources. You also agree that STELLA may freely use and incorporate Feedback, suggestions, or ideas into its products and services without attribution or obligation to you.

(c) User Submissions

You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with providing you with the Services and as directed by you. You also hereby do and shall grant to each user of the Services a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt and translate any User Submissions submitted by you. For clarity, the foregoing license grant to STELLA does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.

(d) Data Ownership

Ownership and rights in Customer Data, Usage Data, and Model Outputs are governed exclusively by Section 8 (Data Rights and Data Handling). In the event of any inconsistency between this Section and Section 8, Section 8 shall prevail.

(e) Intellectual Property Indemnity

STELLA shall defend and indemnify Customer against third-party claims alleging that the Services, as provided by STELLA and used in accordance with these Terms, infringe any U.S. patent, copyright, or trade secret. STELLA's obligation is conditioned on prompt written notice and sole control of the defense. This obligation excludes claims arising from Customer Data, unauthorized modifications, or combination of the Services with non-STELLA products.

(f) Reservation of Training Rights

STELLA may use de-identified or aggregated interaction data, telemetry, and system analytics to maintain and improve its models, software, and systems. Such use shall not include identifiable Customer Data unless Customer provides express written consent.

8. Data Rights and Data Handling

STELLA complies with all applicable data-protection and privacy laws, including the California Consumer Privacy Act (CCPA/CPRA), the Virginia Consumer Data Protection Act (VCDPA), and other U.S. state privacy frameworks.

(a) Categories of Data

STELLA collects, processes, and generates several distinct categories of data in connection with the Services: (i) Customer Data means information provided or made available by the Customer or its Authorized Users to STELLA through use of the Services, including business contact information, communications, audio recordings, chat transcripts, account credentials, and any personal data governed by federal or state privacy laws. (ii) Usage Data means data generated automatically through use or operation of the Services, such as system event metadata, interaction logs, performance statistics, error reports, and analytical information related to the performance or utilization of the Services. Usage Data is technical and non-identifiable in nature. (iii) Model Outputs means text, transcripts, summaries, responses, or other results generated by STELLA's artificial intelligence systems in response to Customer or end-user inputs.

(b) Ownership and Control

(i) Customer retains ownership of all Customer Data and grants STELLA a limited, non-exclusive, royalty-free, worldwide license to host, process, and use such data solely to provide and support the Services and to perform STELLA's obligations under these Terms. (ii) STELLA retains ownership of all Usage Data and Model Outputs generated by its systems, including all derivative analytics, logs, or metadata derived therefrom, provided that such data does not identify the Customer or its end users. (iii) STELLA may use Usage Data and de-identified or aggregated Customer Data to maintain, improve, and develop its Services and AI models, provided that such use does not disclose or re-identify any personal information or confidential business information of the Customer or its end users.

(c) Data Processing Roles

(i) For any personal or identifiable Customer Data processed through the Services, the Customer acts as the "data controller" (or equivalent under applicable law), and STELLA acts as the "data processor" (or equivalent) acting on the Customer's documented instructions. (ii) For all Usage Data and de-identified analytics generated by the Services, STELLA acts as the "data controller" for purposes of determining the means and purposes of such processing. (iii) Where required by applicable law, STELLA shall enter into a separate Data Processing Addendum ("DPA") with the Customer governing the processing of personal information and ensuring compliance with all federal, state, and local data protection laws.

(d) Data Security

STELLA implements and maintains reasonable administrative, technical, and physical safeguards designed to protect all Customer Data against unauthorized access, use, or disclosure. STELLA will promptly notify the Customer of any confirmed data incident affecting Customer Data and will cooperate with the Customer in good faith to investigate and mitigate such incident in accordance with applicable law. STELLA shall not use Customer Data containing Sensitive Data, as defined in Section 1A, without prior written consent. Customer acknowledges that submitting Sensitive Data without authorization may result in suspension of processing.

(e) Use of Customer Interactions for Model Improvement

To the extent permitted by law, STELLA may use Customer Data and related Model Outputs in de-identified and aggregated form to refine and enhance its AI models, improve accuracy, and optimize system performance. STELLA will not use identifiable Customer Data or end-user content to train AI models unless (i) expressly authorized in writing by the Customer, or (ii) such data has been rendered non-identifiable in accordance with applicable privacy standards.

(f) Retention and Deletion

STELLA will retain Customer Data only for as long as necessary to fulfill the purposes for which it was collected or to comply with applicable law. Upon termination or expiration of the Agreement, Customer may request deletion of its Customer Data, and STELLA will delete such data within a commercially reasonable time, except to the extent retention is required by law or necessary to protect STELLA's legal rights.

(g) Precedence

In the event of any inconsistency between this Section and any provision of a Data Processing Addendum or applicable privacy policy, the Data Processing Addendum or applicable privacy policy shall prevail to the extent of the conflict.

(h) Data Subject Requests

STELLA shall provide reasonable assistance to Customer in responding to lawful requests from data subjects, regulators, or governmental authorities relating to personal information processed through the Services.

9. Confidential Information

"Confidential Information" includes all non-public, proprietary, or sensitive information disclosed by STELLA to the customer, or by the customer to STELLA, in any form, relating to either party's business, products, services, data, technology, financials, operations, systems, models, research, algorithms, code, designs, trade secrets, customer information, usage data, prompts, outputs, or any other information reasonably understood to be confidential.

All Confidential Information is the exclusive property of the Disclosing Party.

The Receiving Party shall:

• (a) use Confidential Information solely as necessary to use or provide STELLA's products or services;
• (b) protect the Confidential Information with strict care, no less than the highest degree of care used for its own most sensitive information;
• (c) restrict access only to personnel with a direct need to know;
• (d) ensure such personnel are bound by written confidentiality obligations at least as protective as these Terms; and
• (e) remain fully responsible for any breach caused by its personnel, agents, advisors, or contractors.

Confidential Information does not include information that: (1) becomes public through no fault of the Receiving Party,(2) was lawfully known to the Receiving Party without restriction before disclosure, (3) is received from a third party without restriction and without breach, or(4) is independently developed without use of the Confidential Information.

If the Receiving Party is compelled by law to disclose Confidential Information, it must provide prompt prior notice (unless legally prohibited) and disclose only the minimum required.

Upon request, termination, or expiration of the commercial relationship, the Receiving Party must immediately discontinue use of Confidential Information and return or securely destroy all copies, except for archival or legal-required records which will remain protected until destruction.

Confidentiality obligations survive for seven (7) years, except trade secrets, which remain protected indefinitely for so long as they qualify as trade secrets under applicable law.

The Receiving Party may not use Confidential Information to build, train, improve, or otherwise enhance any AI models, algorithms, or datasets, nor may it analyze or extract insights from such information except as needed to perform under these Terms.

Neither party shall use Confidential Information to train or fine-tune any artificial intelligence or machine-learning models except as expressly permitted in writing. STELLA may retain copies of Confidential Information in archival or backup systems solely for legal, regulatory, or record-keeping purposes. Such retained copies remain subject to this Section until deletion.

For the avoidance of doubt, the treatment of Customer Data, Usage Data, and Model Outputs is governed by Section 8 (Data Rights and Data Handling). This Section applies to all other non-public business information disclosed between the parties.

STELLA may retain copies of Confidential Information within backup or archival systems solely to comply with legal, regulatory, or record-keeping obligations. Such retained copies shall remain subject to this Section until destruction.

10. Indemnity for Third Party Actions

"THIRD PARTY" IS DEFINED HEREIN TO INCLUDE, AMONG OTHERS, AN AUTHORIZED USER, AN UNAUTHORIZED USER, A SPOUSE, PARTNER, FAMILY MEMBER, GUEST, NEIGHBOUR, TENANT, EMPLOYEE OR INSURANCE COMPANY. STELLA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify STELLA, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without STELLA's prior written consent. STELLA will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. In addition to the foregoing, STELLA's obligations under Section 7 shall constitute STELLA's exclusive indemnification for intellectual-property claims.

11. Warranty Disclaimers

(a) Product Warranties

THE WARRANTIES FOR THE PRODUCT AND PRODUCT SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY AND THE END USER LICENSE AGREEMENT, RESPECTIVELY.

(b) Service Warranties

THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, "AS IS" AND "AS AVAILABLE", AND STELLA, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

(c) No Warranty of Correctness or Availability

STELLA, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR BUSINESS NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STELLA OR THOUGH THE SERVICES, SHALL CREATE ANY WARRANTY.

(d) Third-Party Services Disclaimer

STELLA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY PRODUCTS AND SERVICES CONNECTED THROUGH THE WORKS WITH STELLA PLATFORM), OR ANY HYPERLINKED WEBSITE OR SERVICE, AND STELLA WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.

(e) Content Disclaimer

STELLA MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND STELLA WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. STELLA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF Services OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.

(f) Product Information Disclaimer

THE SERVICES MAY PROVIDE YOU INFORMATION REGARDING YOUR PRODUCTS ("PRODUCT INFORMATION") OR OTHER PERIPHERALS CONNECTED TO YOUR PRODUCTS ("PRODUCT PERIPHERALS"). THE TYPE OF PRODUCT PERIPHERALS THAT MAY BE CONNECTED TO YOUR PRODUCT MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, "AS IS" AND "AS AVAILABLE". STELLA DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.

(g) AI Output Disclaimer

CUSTOMER ACKNOWLEDEGS THAT ARTIFICIAL-INTELLIGENCE OUTPUTS ARE GENERATED BY PROBABIISTIC SYSTEMS AND MAY NOT REFLECT FACTUAL INFORMATION. STELLA DISCLAIMS ANY LIABILITY FOR DECISIONS, ACTION, OR OMISSIONS TAKEN IN RELIANCE UPON THE MODEL OUTPUTS OR WORK PRODUCT.

12. Other Disclaimers

(a) Settings and Configuration Responsibility

WHEN YOU INSTALL, SETUP OR USE THE PRODUCTS AND SERVICES YOU ARE GIVEN THE OPPORTUNITY TO CHANGE DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR PRODUCTS AND SERVICES AND ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE PRODUCTS AND SERVICES, AND SETTING OR CHANGING DEFAULTS.

(b) Notification Product Limitations

YOU UNDERSTAND AND AGREE THAT SOME OF THE PRODUCTS AND SERVICES ARE NOTIFICATION, SIGNALLING AND DETECTION PRODUCTS AND SERVICES. THOSE PRODUCTS AND SERVICES DO NOT ELIMINATE OCCURRENCES OF EVENTS, SUCH AS FIRES, FLOODS, BURGLARIES, ROBBERIES, AND MEDICAL ISSUES. FURTHER, YOU UNDERSTAND AND AGREE THAT THOSE PRODUCTS AND SERVICES MAY NOT AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES, AND, THEREFORE, STELLA MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) THAT THOSE PRODUCTS AND SERVICES WILL SO AVERT OR MINIMISE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES.

13. Waiver of Subrogation

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND THE APPLICABLE POLICY OR POLICIES OF INSURANCE YOU OBTAIN AND MAINTAIN, YOU RELEASE STELLA AND ITS LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT OR CONDITION COVERED BY YOUR INSURANCE.

14. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF STELLA IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY.

15. Fees and Payment

Certain Services may be provided for a fee. You shall pay all applicable fees in connection with the Services selected by you in accordance with the Terms of Sale. STELLA may suspend Services for invoices more than fifteen (15) days past due. Late payments accrue interest at one-and-one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.

16. DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER

(a) Arbitration

Parties hereto agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Services or Products in any way, except for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. This agreement to arbitrate is intended to be broadly interpreted, including, for example:

• claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms or the Services or Products, regardless of the legal theory;
• claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;
• claims that arose before you accepted these Terms (such as claims related to disclosures or the marketing of the Services or Products, or the process for seeking approval to use the Services or Products);
• claims that may arise after the termination of your use of the Services or Products or any agreement between us; and
• claims brought by or against our respective subsidiaries, parent companies, members and affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors and assigns of these entities, you, and STELLA.

This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or STELLA may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened misuse of its intellectual property, Confidential Information, or AI systems.

(b) Notice of Disputes

If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to STELLA should be sent to: 3001 N. Rocky Point Dr. E, Suite 200 Tampa, Florida 33607 ATTN: LEGAL. STELLA will send notice to you at the email and/or mailing addresses associated with your account. Your notice to STELLA must (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 days after the notice is received, you or we may commence arbitration.

(c) Arbitration Procedures

The arbitration will be governed by the Consumer Arbitration Rules ("AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at http://www.adr.org or by calling the AAA at 1-800-778-7879. If the AAA is unavailable, the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) where you are receiving STELLA Services. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between STELLA and STELLA users. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.

(d) Costs of Arbitration

The AAA's fee schedule is subject to change and may be found in the AAA Rules (available online at http://www.adr.org). STELLA will pay all AAA filing, administrative and arbitrator fees for any arbitration that STELLA commences. If you provided STELLA with 60 days' notice of your intent to arbitrate before commencing arbitration and the value of your claim is USD $75,000 or less, STELLA will pay your share of any such AAA fees. If the value of your claim exceeds USD $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires STELLA to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse STELLA for amounts that STELLA paid on your behalf.

(e) No Class Arbitration

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

(f) 30-Day Opt-Out Period

If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section, you must notify STELLA in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to STELLA at the following address: 3001 N. Rocky Point Dr. E, Suite 200 Tampa, Florida 33607 ATTN: LEGAL. Subject to Section (g) below, if you do not notify STELLA in accordance with this Section, you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance.

Such notification must include: (a) your name, (b) your STELLA account email address, (c) your mailing address and (d) a statement that you do not wish to resolve disputes with STELLA through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with STELLA or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and STELLA.

(g) Future Changes to Arbitration Provision

If STELLA makes any changes to the Dispute Resolution and Arbitration Section of these Terms (other than a change to the address at which STELLA will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and Arbitration Section), you may reject any such change by sending us written notice within 30 days of the change to STELLA at: 3001 N. Rocky Point Dr. E, Suite 200 Tampa, Florida 33607 ATTN: LEGAL. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section within the first 30 days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.

17. Digital Millennium Copyright Act

(a) DMCA Notice Requirements

If you are a copyright owner or an agent thereof and believe that any Content infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C §512[c][3] for further details):

• (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• (ii) Identification of the copyrighted work claimed to have been infringed or, multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
• (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number and, if available, an electronic mail;
• (v) A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
• (vi) A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b) Designated Copyright Agent

STELLA's designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent at: 3001 N. Rocky Point Dr. E, Suite 200 Tampa, Florida 33607 ATTN: LEGAL. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support and other communications should be directed to STELLA customer service through https://STELLA.com/support/. You acknowledge that if you fail to comply with all the requirements of this Section, your DMCA notice may not be valid.

(c) Counter-Notice

If you believe that the Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent or pursuant to the law to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

• (i) Your physical or electronic signature;
• (ii) Identification of the Content that has been removed, or to which access has been disabled, and the location at which the Content appeared before it was removed or disabled;
• (iii) A statement that you have a good-faith belief that the Content was removed or disabled as a result of mistake or misidentification of the Content; and
• (iv) Your name, address, telephone number and email address, a statement that you consent to the jurisdiction of the federal court in the state of Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

(d) Restoration of Content

If a counter-notice is received by the Copyright Agent, STELLA may send a copy of the counter-notice to the original complainant informing that person that they may replace the removed Content or cease disabling it in 10 working days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 working days or more after receipt of the counter-notice, at STELLA's sole discretion.

18. General Provisions

(a) Changes to These Terms

STELLA reserves the right to make changes to these Terms. STELLA will post notice of changes to this page. You should ensure that you have read and agree with the most recent Terms when you use the Services and Products. Continued use of the Services and Products following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms.

(b) Governing Law

These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products and Services shall be governed by the laws of the State of Michigan without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. The courts in some states and countries may not apply Michigan law to some types of disputes. If you reside in one of those states or countries, then where Michigan law is excluded from applying, your state or country laws will apply.

(c) Protection of Confidentiality and Intellectual Property Rights

Notwithstanding the foregoing, STELLA may seek injunctive or other equitable relief to protect its Confidential Information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

(d) Entire Agreement/Severability

These Terms constitute the entire agreement between you and STELLA regarding the use of the Services and purchase of the Products. Any failure by STELLA to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.

(e) Survivability

The obligations in Sections 3(d) and (e), 4, 6, 7, 8, 9, 10, 11, 13 and 15 will survive any expiration or termination of these Terms.

(f) Assignment

These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without STELLA's prior written consent. These Terms may be assigned by STELLA without restriction. These Terms are binding upon any permitted assignee.

(g) Notifications

STELLA may provide notifications to you as required by law, or for marketing or other purposes, via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy or posting of such notice on http://www.STELLAautomotive.com. STELLA is not responsible for any automatic filtering that you or your network provider may apply to email notifications. STELLA recommends adding @stellaautomotive.com email addresses to your email address book to help ensure that you receive email notifications from STELLA.

(h) Disclosures

Please see https://stellaautomotive.com/contact-us/ for STELLA's address. If you are a resident of California, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them, in writing, at 400 R Street, Sacramento, CA 95814, USA, or by telephone on (800) 952-5210.

(i) Copyright/Trademark Information

Copyright © 2025, STELLA Automotive AI, Inc. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Services are the property of STELLA or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of STELLA or such respective holders. STELLA reserves the right to alter product and services offerings, specifications and pricing at any time, without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.

(j) Data Protection References

All references in these Terms to "Privacy and Data Protection Laws," "Personal Data," or any such provision, shall be deemed to refer to and be governed by Section 8 (Data Rights and Data Handling).

(k) Force Majeure

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, internet failures, acts of government, cyberattacks, labor disputes, or war.

(l) Export Control

Customer acknowledges that the Services may be subject to U.S. export control and economic sanction laws and agrees to comply with all applicable export and re-export restrictions.

(m) Publicity

Neither party shall issue any press release or public communication referencing the other without prior written consent, except as required by law.

(n) Interpretation

Headings are for convenience only and shall not affect interpretation. Words in the singular include the plural and vice versa.