Terms of Use

If you access the Platform under a Master Services Agreement, Order Form or other written agreement between Taia and your organization, or the organization you act for (a "Customer Agreement"), the Customer Agreement governs that organization's use of the Platform and prevails over these Terms in any conflict. These Terms govern the Site for everyone and bind each individual who uses the Platform, including Authorized Users acting for a customer; they also govern any Platform use not covered by a Customer Agreement. Nothing in these Terms amends a Customer Agreement.

Platform access is provided only to individuals a Taia customer has authorized and for whom Taia has provisioned an account (each an "Authorized User"), including the customer's employees and, for the transactions the customer designates, its advisors, counsel and other deal-team members. You must be at least 18 and provide accurate account information. Accounts are personal: you must log in with your own credentials and may not share your account or let anyone else use it. You are responsible for keeping your credentials confidential and for all activity under your account, and you must notify security@taiatech.com promptly of any suspected unauthorized access or use. If you act for an advisor or other third party to a customer, Taia may condition your access on your organization's acceptance of a confidentiality and use undertaking, as the Customer Agreement provides.

You may use the Platform only for the transaction(s) the customer has designated, for that customer's internal business purposes, and in accordance with applicable law. You must not:

(a) access or attempt to access any deal, workspace or data you have not been given access to;

(b) probe, scan or test the vulnerability of the Platform, or interfere with or circumvent any access control, usage limit or security feature;

(c) upload data you lack the rights to process, malicious code, or content that infringes the rights of others;

(d) upload protected health information; the Platform is not designed or offered for it;

(e) reverse engineer, decompile, disassemble or otherwise attempt to derive the Platform's source code, models or methods, or modify or create derivative works of the Platform;

(f) use the Platform, or anything learned from it, to build, train or improve a competing product or service;

(g) use the Platform, any Deliverable or any Platform output to train, fine-tune or improve an artificial-intelligence model;

(h) use automated means to extract, or extract in bulk, Platform content, except through the Platform's own export features;

(i) rent, resell, sublicense or otherwise make the Platform available to anyone else;

(j) publicly disclose benchmark results or performance evaluations of the Platform without Taia's prior written consent; or

(k) remove or obscure Taia's proprietary notices, provenance markings or reliance notices, including those on Deliverables, except as the applicable Customer Agreement permits.

Information in the Platform is confidential to the customer. You may use it only for the designated transaction(s) and only as your obligations to the customer permit. Platform content may constitute material non-public information about a public company. You are responsible for complying with securities laws, including the restrictions on trading while in possession of such information and on passing it to others, and with your organization's insider-trading and information-barrier policies.

Data submitted to the Platform by or for a customer ("Customer Data") remains that customer's data. Taia processes it only to provide the Platform and related services, under the Customer Agreement and its Data Processing Agreement, which also govern retention and deletion. Submit Customer Data only through the Platform, never by email. Taia does not use Customer Data to train, fine-tune or otherwise improve any large language model or other artificial-intelligence model, does not use it to create benchmarks or to generalize metrics across customers, and never presents one customer with information attributable to another customer or its transaction target. Taia's only use of information derived from Customer Data to improve the Platform is de-identified data, created and used as the Customer Agreement permits and as Section 8 of our Privacy Policy describes.

Taia processes account and usage information about Authorized Users (name, work email, role and access records) to operate, secure and account for the Platform. Our Privacy Policy (https://www.taiatech.com/privacy) describes how Taia handles personal information collected through the Site; it does not govern Customer Data processed in the Platform. Our Security page (https://www.taiatech.com/security) describes our security commitments.

The Platform produces analytical work product ("Deliverables") from documents and inputs supplied by the customer, at times through third-party large language models whose outputs are probabilistic. Deliverables are prepared solely for the customer identified on them, for the transaction(s) that customer has designated, as inputs to that customer's own analysis and decisions. Deliverables are not legal, accounting, tax, valuation, investment or other professional advice, and Taia is not a fiduciary. Taia disclaims any duty or responsibility to any other person, including any Authorized User acting for a third-party advisor and any recipient of a Deliverable from a customer, and no one may represent otherwise to any third party. Any reliance by a lender, co-investor or other third party may be arranged only under a separate written agreement with Taia. The customer is responsible for reviewing Deliverables and for all decisions made using them. The Platform does not make employment, compensation or other decisions about any individual; any such decision is the customer's.

Taia does not provide legal, accounting, tax, valuation or investment advice, or any audit, assurance or attestation services, and is not engaged as, and does not act as, anyone's attorney, accountant, auditor, appraiser, tax adviser, investment adviser or broker-dealer. Nothing on the Site, in the Platform or in any Deliverable constitutes such advice or services, or a recommendation to enter into, price or finance any transaction.

The Site, the Platform, and all software, models, templates, formats, methods, documentation, designs, text and graphics (excluding Customer Data) are owned by Taia or its licensors and protected by intellectual-property laws. These Terms grant no license to the Platform. Authorized Users may use the Platform only under, and within, the rights granted to their customer in the Customer Agreement, for that customer's internal business purposes in connection with the transaction(s) it has designated. You may access the Site for your own informational purposes. Ownership of Deliverables, and the license to Taia's templates, formats and methods embedded in them, are as the Customer Agreement provides. No other rights are granted, by implication or otherwise. Taia may use suggestions, enhancement requests or other feedback you provide without restriction or attribution; feedback never includes Customer Data or a customer's confidential information.

The Platform runs on third-party infrastructure and service providers that Taia engages under written terms. Taia's responsibility for them is as stated in the Customer Agreement.

Except as expressly stated in a Customer Agreement, the Site, the Platform and Deliverables are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Taia does not warrant that the Site or the Platform will be uninterrupted, error-free or free of harmful components, or that any Deliverable is complete or accurate. Customers are responsible for the accuracy, quality, legality and provenance of the data they supply and for the decisions they make. Descriptions of the Platform, sample outputs and other content on the Site are for general information only and are not representations, warranties or offers; Taia's commitments to a customer are those stated in its Customer Agreement.

To the fullest extent permitted by law, Taia will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill or data, arising from or relating to the Site, the Platform or any Deliverable, even if advised of the possibility. Where a Customer Agreement applies, it governs Taia's liability to that customer. Taia's total liability under these Terms to any other person will not exceed one hundred US dollars (US$100). Nothing in these Terms limits liability that cannot be limited by law.

Taia may suspend or terminate access to the Site or the Platform for breach of these Terms, where continued access poses a security risk to the Platform or any customer, or as required by law. Taia will notify the affected customer where practicable, limit any suspension to what is reasonably necessary, and restore access once the cause is resolved. Sections 3 through 13 survive any termination of access.

We may update these Terms by posting a revised version with a new effective date. For material changes affecting Platform use, we will notify customers by email at least 30 days before they take effect. Continued use after the effective date constitutes acceptance. Changes to these Terms never amend a Customer Agreement.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any action or proceeding arising out of or relating to these Terms, the Site or the Platform will be brought exclusively in the Court of Chancery of the State of Delaware or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware. You irrevocably submit to the jurisdiction of those courts and waive any objection to venue or claim of inconvenient forum. To the fullest extent permitted by law, you and Taia each waive any right to a trial by jury in any such action or proceeding.

You may not assign or transfer these Terms or any rights under them; Taia may assign them to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its assets. You will comply with applicable export-control and economic-sanctions laws, and will not access the Platform from, or export any Deliverable to, any jurisdiction or person to which such access or export is prohibited. These Terms, together with any Customer Agreement and any confidentiality undertaking that applies to you, are the entire agreement between you and Taia about the Site and the Platform, and supersede any earlier terms of use. If any provision of these Terms is held unenforceable, it will be limited to the minimum extent necessary and the rest of these Terms remains in effect. Taia's failure to enforce a provision is not a waiver of it. These Terms create no rights in any third party.

Taia Technologies, Inc. New York, NY

• Legal matters: legal@taiatech.com
• Privacy matters: privacy@taiatech.com
• Security matters: security@taiatech.com