OLYMPUS 30-DAY PILOT ACCESS AUTHORIZATION

1. PURPOSE AND NATURE OF THIS PILOT

ACTi is providing User a complimentary, 30-day pilot of Olympus so a self-selected user or user cohort can evaluate the platform for a potential engagement. This Authorization is intentionally narrow and short-form so the pilot can begin promptly while any definitive agreement proceeds through User's ordinary vendor-review process in parallel. Nothing here commits either party to a definitive agreement, to any pricing, or to any continued use beyond the Trial Period.

2. WHAT OLYMPUS IS

Olympus is an AI-enabled legal-operations platform providing access to ACTi's suite of AI agents, which include "ACTi Beings" such as Holmes, Watson, Jeeves, and Athena, and successor technologies) together with related tools, models, prompts, workflows, and dashboards ACTi makes available (collectively, the "Platform"). This pilot grants access to Olympus only; it does not include the Compound Influence Actualizer ("CIA"), any outbound telephonic or communications-campaign functionality.

3. EXPIRATION OF TRIAL PERIOD; NO AUTO-RENEWAL

Pilot Access begins at the Effective Date, as defined in paragraph 1 above. Access automatically expires at the end of the Trial Period with no further notice and does not auto-renew. The parties may extend the Trial Period by mutual written agreement (email is sufficient). Upon any extension of the Trial Period, the terms of this Authorization continue to govern. ACTi may also suspend or end access earlier at any time, in its sole discretion, with or without cause. User may end the pilot at any time on written notice. This Authorization creates no fixed term or commitment by ACTi to continue providing the Platform after the Trial Period.

4. PATH TO A DEFINITIVE AGREEMENT

This Authorization governs only the 30-day pilot. It establishes no pricing and creates no obligation on either party to enter into any further agreement. Any continued or paid use of the Platform after the Trial Period requires a separate written agreement signed by both parties.

5. NO FEE

Access is provided at no charge for the Trial Period. No license, subscription, usage, or other fee is payable by User for the pilot. If User's usage during the Trial Period becomes, in ACTi’s sole discretion, abusive or grossly disproportionate to ordinary evaluation use, ACTi may, on written notice, impose reasonable usage limits or throttle or suspend usage.

6. SCOPE; US ONLY; EU EXCLUDED

This pilot covers User's United States users only. Any non-US users are excluded from this Authorization. Any evaluation or deployment involving EU-based users or data will be addressed, if at all, under a separate agreement containing appropriate GDPR, data-transfer, and data-residency provisions.

7. NON-EXCLUSIVE; COMPLEMENTARY USE

This pilot is a non-exclusive evaluation. Nothing in this Authorization requires User to displace, replace, or discontinue any existing tool, platform, or vendor arrangement, and the parties intend Olympus to be evaluated as a complement to User's existing legal-technology stack. Nothing here is intended to conflict with User's other vendor agreements.

8. SUB-LICENSE USERS; PILOT COHORT

INDIVIDUAL ACCESS; NO SHARING Access is granted to User individually. User's access is personal, non-transferable, and limited to User. User shall not share access credentials with, or permit Platform access by, any other person. Each individual who wishes to access the Platform must separately accept this Authorization. User is responsible for all activity occurring under User's credentials. In the event User moves forward with a paid-for access, User shall be entitled to up to three (3) sub-licenses for individual attorneys or staff of their legal practice.

9. SECURITY AND DATA PROTECTION

User's data and materials input into the Platform, including any information relating to User's clients ("User Data"), remain the property of User as between the parties. ACTi claims no ownership of User Data and shall not use User Data to train, fine-tune, or improve any AI model or ACTi Being without User's prior written consent. ACTi may use platform-usage and operational data that does not identify User or any client for security, quality, and product-improvement purposes. Upon expiration or termination, ACTi shall, upon User's written request, delete User Data associated with the pilot within a reasonable transition window and confirm such deletion.

10. MUTUAL CONFIDENTIALITY

Each party shall protect the other's non-public information disclosed in connection with this pilot using at least reasonable care, use it solely for the pilot, and not disclose it to third parties without consent. ACTi's Confidential Information includes the Platform's models, prompts, prompt architectures, agent designs, workflows, algorithms, and technology. User's Confidential Information includes User Data and User's non-public business and client information. If the parties have a separate non-disclosure agreement, it supplements this section; in a conflict, the more protective term governs, except that any monetary liability of ACTi for breach of this section, including any breach involving User Data, data security, or confidentiality obligations, shall be subject to the liability cap in Section 20 unless caused by ACTi's willful misconduct or fraud. These obligations survive expiration or termination.

11. HUMAN REVIEW

User acknowledges that all Platform outputs require independent human review before any use, reliance, filing, distribution, or client communication. "Human Review" means the reviewing individual has, at minimum: (a) verified all factual assertions against independent sources; (b) verified all legal citations and authorities through an independent legal-research platform; (c) confirmed the output contains no fabricated, hallucinated, or misleading content; (d) assessed the output for accuracy and jurisdictional applicability; and (e) accepted full professional responsibility for the output as if personally prepared without AI assistance. Cursory review, spell-checking, or reliance on the Platform's own accuracy is not sufficient.

12. ACTI BEINGS ARE NOT ATTORNEYS; NOT LEGAL ADVICE

User acknowledges that: (a) the Platform and the ACTi Beings are technology tools and are not attorneys, law firms, or legal-services providers, and no output constitutes legal advice, a legal opinion, or attorney work product; (b) no ACTi Being establishes or is capable of establishing an attorney-client relationship, fiduciary relationship, or duty of care with any person; (c) neither ACTi nor any of its affiliates is a law firm or engages in the practice of law, and none warrants that any output satisfies any jurisdiction's Rules of Professional Conduct, court rules, or standing orders, or is accurate, complete, or fit for any particular matter; and (d) User and its attorneys retain sole professional responsibility for all work product, advice, and decisions, and the obligation to independently review and supervise all outputs cannot be delegated to, or satisfied by, any tool.

13. CLIENT DATA, PRIVILEGE, AND PROFESSIONAL RESPONSIBILITY

User is solely responsible for: (a) protecting the attorney-client privilege and the confidences of its clients; (b) obtaining any client consent required under applicable Rules of Professional Conduct before inputting client information into the Platform; (c) implementing appropriate safeguards for privileged or sensitive client information; and (d) complying with all Rules of Professional Conduct, court rules, and bar guidance applicable to its use of AI tools.

14. USER REPRESENTATIONS

User represents and warrants that: (a) it has full power and authority to enter into this Authorization and to permit the Pilot Cohort to use the Platform; (b) each person submitting User Data is authorized to do so; (c) User has obtained, or will obtain before submission, all client, third-party, and internal consents, approvals, and notices required to submit User Data to the Platform; (d) User has all rights, licenses, permissions, and lawful bases necessary to submit, process, and use User Data through the Platform; (e) User Data and User's use of the Platform will not violate applicable law, any professional-responsibility obligation, any court order, any third-party right, or any contractual restriction; and (f) User will not submit any User Data that User is prohibited from disclosing or processing through the Platform; (g) User is accepting this Authorization on User's own behalf, and to the extent User uses the Platform in connection with any organization, User represents that User is authorized to bind that organization to this Authorization; and (h) User is a United States-based user, is accessing the Platform from within the United States, and is not an EU-based user or accessing the Platform from the European Union or on behalf of EU-based data subjects.

15. ACCEPTABLE USE

User shall use the Platform lawfully and shall not, directly or indirectly: reverse engineer, decompile, or attempt to derive the source code, models, algorithms, prompts, or underlying structure of the Platform; copy, reproduce, or create derivative works from any prompts, workflows, or methodologies embodied in the Platform; scrape, harvest, exfiltrate, or systematically extract outputs or data from the Platform; use the Platform, its outputs, or ACTi's Confidential Information to train, develop, benchmark, or improve any AI system, model, or competing product or service; submit Restricted Data except as expressly permitted under a separate written agreement; circumvent, disable, or interfere with any security or compliance feature; or use the Platform for any unlawful, harassing, deceptive, or infringing purpose.

16. RESTRICTED DATA

User shall not submit to the Platform any Restricted Data unless ACTi has expressly agreed in a separate written agreement to accept and process such data under appropriate supplemental terms. "Restricted Data" means: (a) protected health information subject to HIPAA; (b) payment-card data subject to PCI DSS; (c) Social Security numbers, driver's-license numbers, passport numbers, financial-account credentials, biometric identifiers, or precise geolocation data; (d) data subject to heightened statutory or regulatory controls, including export-controlled data, classified information, government-sensitive information, children's data, or data regulated under GLBA (Gramm-Leach-Bliley Act of 1999), or similar financial-privacy laws; (e) special-category or sensitive personal information, including information concerning health, race, ethnicity, religion, union membership, genetic or biometric data, or precise identity documents; and (f) any data that User is not authorized to submit or that would require ACTi to enter into additional data-processing, business-associate, government-security, or regulated-data terms.

17. INTELLECTUAL PROPERTY

All right, title, and interest in Olympus, the ACTi Beings, and all models, prompts, workflows, and related technology are and remain the exclusive property of ACTi and its licensors. For clarity as to the ecosystem: ACTi owns the ACTi Beings, platforms, models, prompts, and workflows; SJA TD Holdings, LLC d/b/a Unblinded owns the "Unblinded Formula" and related content; and Callagy Smikun, P.C., holds its license to the ACTi Beings. No ownership right transfers to User; User receives only the limited, revocable, non-exclusive access right expressly granted for the Trial Period.

18. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR THE PILOT, WITHOUT WARRANTY OF ANY KIND. ACTi DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE OR SUITABLE.

19. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND GIVEN THE NO-FEE, EVALUATION-ONLY NATURE OF THIS PILOT, ACTi'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AUTHORIZATION OR THE PLATFORM, INCLUDING ANY LIABILITY ARISING FROM CONFIDENTIALITY, DATA-SECURITY, DATA-PROTECTION, OR USER DATA OBLIGATIONS, SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, REGARDLESS OF FORESEEABILITY. This limitation does not limit User's obligations to comply with this Authorization, User's indemnification obligations, User's misuse of the Platform, User's breach of the Acceptable Use, Restricted Data, or Intellectual Property sections, either party's equitable remedies for breach of confidentiality or intellectual-property obligations, or either party's liability for willful misconduct or fraud.

20. INDEMNIFICATION

User shall indemnify, defend, and hold harmless ACTi and its affiliates, officers, directors, members, employees, contractors, licensors, and agents from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense, including reasonable attorneys' fees, arising out of or relating to: (a) User Data, including any allegation that User lacked sufficient rights, authority, consent, or legal basis to submit or process User Data through the Platform; (b) any client, customer, or third-party claim arising from User's use of the Platform or outputs; (c) User's professional-responsibility obligations, legal advice, filings, client communications, or work product; (d) User's reliance on, distribution of, or failure to conduct Human Review of any output; (e) unauthorized submissions, Restricted Data, or breach of confidentiality, privacy, data-protection, or information-security obligations by User or the Pilot Cohort; (f) User's violation of applicable law, court rule, bar guidance, or third-party rights; or (g) User's breach of any clause in this Authorization. Given the no-fee, evaluation-only nature of this pilot, ACTi provides no intellectual-property indemnity for the Platform or outputs under this Authorization, and User's sole remedies for any alleged infringement issue are suspension of use and termination of pilot access. User's indemnification obligations survive expiration or termination.

21. DISPUTE RESOLUTION

This Authorization is governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles. The parties shall attempt in good faith to resolve any dispute informally. Any unresolved dispute arising out of or relating to this Authorization shall be resolved by final and binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules, before a single neutral arbitrator in Bergen County, New Jersey; provided that either party may seek interim or emergency injunctive relief to protect Confidential Information or intellectual property in any court of competent jurisdiction.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

22. GENERAL

This Authorization, together with any Schedule and any separate NDA between the parties, is the entire agreement regarding the pilot and supersedes prior understandings on that subject. It may be amended only in a writing signed by both parties, except that the Trial Period may be extended by email. Neither party may assign it without the other's consent, except ACTi may assign it to an affiliate or successor. It may be executed in counterparts and by electronic signature. Each ACTi affiliate identified above is an intended third-party beneficiary of the provisions protecting it.