Effective Date: December 27, 2025

IMPORTANT: By accessing or using the Tree Ninja AI platform, you agree to be legally bound by this Agreement. If you do not agree, do not access or use the Platform.

Summary: This Agreement governs your use of Tree Ninja AI, an AI-powered platform for automating business processes in industries such as insurance, contracting, logistics, and more. It protects our intellectual property, requires you to keep our proprietary information confidential, prohibits competitor access, restricts solicitation of our employees, and includes dispute resolution procedures. Disputes are governed by Panama law with negotiation and arbitration options, and our liability is limited. Your data is handled per our Privacy Policy.

1.1 Parties: This Terms of Service and Non-Disclosure Agreement ("Agreement") is between:

Offshore Ninja SBPO, S.A. ("Company"), a corporation organized under the laws of Panama, and You ("User"), any individual or entity accessing or using the Tree Ninja AI platform.

1.2 Scope: This Agreement governs your use of the Tree Ninja AI platform ("Platform"), a software-as-a-service solution providing AI-driven automation for industries including, but not limited to, insurance, contracting, logistics, emergency services, and business process outsourcing. The Company will use commercially reasonable efforts to provide the Platform, subject to a Service Level Agreement (SLA) at www.treeninja.ai if applicable. The Company may modify or discontinue any part of the Platform at its discretion.

1.3 Acceptance: You must affirmatively accept this Agreement during account creation or first login to access the Platform.

1.4 User Representations: You represent and warrant that:

• You have the legal authority to enter this Agreement;
• If acting for an entity, you are authorized to bind that entity;
• Your use of the Platform complies with all applicable local, national, and international laws;
• You are not a direct competitor of the Company in the AI-driven business process automation, field service management software, or related industries;
• You are not accessing the Platform on behalf of, or for the benefit of, any competing business;
• All information provided during registration is accurate, complete, and truthful.

2.1 Ownership: All rights, title, and interest in the Platform—including source code, AI algorithms, data architecture, user interfaces, workflows, integrations, trademarks, copyrights, and trade secrets ("Intellectual Property")—are exclusively owned by Offshore Ninja SBPO, S.A.

2.2 License: You are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Platform solely for your internal business operations during the term of this Agreement. No ownership rights are transferred.

2.3 Patent Pending: Core AI algorithms and automation systems are protected under a pending U.S. patent application. Unauthorized reproduction, use, or adaptation of these elements may result in civil liability under applicable intellectual property laws.

2.4 Restrictions: You may not:

• Copy, modify, reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or methodologies from the Platform;
• Create derivative works from the Platform or use it as a basis for developing competing products;
• Remove or alter any proprietary notices (e.g., copyright, trademark) on the Platform;
• Benchmark, analyze, or study Platform performance, features, or functionality for competitive purposes;
• Use screen capture, recording software, monitoring tools, or automated extraction methods to document or replicate Platform functionality;
• Access the Platform through false pretenses, unauthorized means, or using falsified business information.

3.1 Definition: "Confidential Information" includes non-public aspects of the Platform, such as AI algorithms, source code, system architecture, integration logic, user interface designs, workflows, business plans, customer data, financial information, marketing strategies, and proprietary methodologies, whether marked confidential or reasonably understood to be proprietary.

3.2 Obligations: You agree to:

• Hold all Confidential Information in strict confidence;
• Use it solely for permitted Platform use;
• Not disclose, publish, replicate, reverse engineer, or transfer it to third parties without the Company's express written consent;
• Not use Confidential Information to develop, improve, or support any competing product or service;
• Not share or disclose Platform features, functionality, or methodologies with competitors or potential competitors.

3.3 Exceptions: Confidentiality obligations do not apply to information that:

• Becomes publicly available through no act or omission of yours or your agents;
• Was lawfully in your possession before Platform access, as evidenced by written records;
• Is independently developed by you without reference to or use of Confidential Information, as demonstrated by reasonable documentation;
• Is disclosed pursuant to a valid court order or legal obligation, provided you promptly notify the Company in writing (unless prohibited by law) and assist in seeking protective measures. The burden of proving an exception applies rests with you.

3.4 Duration: Confidentiality obligations for trade secrets (e.g., AI algorithms, source code) are perpetual as long as the information remains confidential. Other Confidential Information remains protected for 5 years after your access ends.

4.1 Prohibition: Direct competitors in the AI-driven business process automation, field service management software, insurance claims processing software, logistics optimization software, or substantially similar industries ("Competing Businesses") are strictly prohibited from accessing or using the Platform.

4.2 Definition of Competitor: A "Competitor" includes any business entity, individual, or representative thereof that:

• Develops, markets, or sells software products or services that directly compete with the Platform's core offerings in AI-driven business process automation, field service management, insurance claims processing, logistics optimization, or substantially similar solutions;
• Would gain competitive advantage by analyzing, studying, or accessing the Platform's features or methodologies;
• Acts as an agent, consultant, employee, or contractor for a Competing Business.

4.3 Verification: The Company reserves the right to verify User identity, business information, and affiliations at any time. Users must cooperate with reasonable verification requests, including providing business documentation, proof of legitimate business operations, and clarification of intended use.

4.4 Violation: Accessing the Platform as a Competitor or under false pretenses constitutes:

• Material breach of this Agreement;
• Fraudulent misrepresentation;
• Unauthorized access to proprietary systems.

The Company may immediately terminate access, pursue all available legal remedies including injunctive relief, and seek damages including but not limited to: subscription fees paid (as liquidated damages), costs of investigation, attorneys' fees, and any measurable competitive harm.

4.5 Good Faith Use: This clause does not prohibit Users who happen to offer any services in related industries from legitimate Platform use, provided they are not accessing the Platform primarily for competitive intelligence, benchmarking, or developing competing features.

5.1 Employee Non-Solicitation: During your Platform use and for 1 year after your access ends, you agree not to, directly or indirectly, solicit, induce, recruit, or attempt to induce any employee, contractor, or consultant of the Company to terminate their relationship with the Company or to accept employment or engagement with you or any third party.

5.2 Purpose: This clause protects the Company's legitimate business interests in its workforce relationships and investments in employee training and development.

5.3 Exception: This does not prohibit general job postings or advertising available to the public, provided they are not specifically targeted at Company employees.

6.1 Authorized Use: You may use the Platform solely for your internal business operations in accordance with this Agreement.

6.2 Prohibited Actions: You may not:

• Sublicense, resell, or transfer Platform access to any third party;
• Share login credentials, internal documentation, or access with unauthorized users;
• Use the Platform for competitive intelligence gathering, product development, or consulting on competing products;
• Access the Platform if you are a Competitor or acting on behalf of a Competitor;
• Employ data scraping, automated extraction, or systematic downloading of Platform content;
• Attempt to circumvent security measures, access controls, or usage limitations;
• Use the Platform in any manner that violates local, national, or international laws, including intellectual property, privacy, or computer fraud statutes.

6.3 Termination:

• Either party may terminate this Agreement by providing written notice via email to the other party's registered email address.
• The Company may immediately terminate access for material breaches including: IP violations, unauthorized sharing, competitor access, false registration information, or security violations.
• For non-material breaches, termination is effective 7 days after written notice, with a 30-day cure period at the Company's discretion.
• The Company may suspend access during any investigation of suspected violations.
• Upon termination, you must immediately cease all Platform use and delete any downloaded materials or documentation.

7.1 Privacy Policy: Your personal data and customer data input into the Platform are handled in accordance with our Privacy Policy, available at www.treeninja.ai The Policy details how we collect, use, store, and protect data in compliance with applicable laws, including the California Consumer Privacy Act (CCPA) and other relevant regulations.

7.2 User Data: You retain ownership of data you input into the Platform ("User Data"). The Company may process User Data as necessary to provide the Platform and improve its services, as outlined in the Privacy Policy. Upon termination, the Company will delete or return User Data within 30 days, unless required to retain it by law. The Company may use anonymized, aggregated data for analytics and Platform enhancement.

8.1 User Obligation: You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of this Agreement, including violations of Sections 2, 3, 4, or 6;
• Your misrepresentation of identity, business status, or intent in accessing the Platform;
• Your unauthorized use, disclosure, or misappropriation of Confidential Information or Intellectual Property;
• Your violation of any third-party rights, including intellectual property or privacy rights;
• Your negligent or unlawful acts in connection with Platform use.

This indemnification does not cover claims arising solely from the Company's gross negligence, willful misconduct, or defects in the Platform itself.

9.1 Disclaimer: The Platform is provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement, except as specifically provided in any applicable SLA.

9.2 Liability Cap: The Company's total liability for any claims arising from this Agreement or Platform use will not exceed the greater of: (a) fees paid by you in the 12 months preceding the claim, or (b) $2,500 USD.

9.3 Exclusion of Damages: The Company is not liable for indirect, incidental, consequential, special, or punitive damages (including lost profits, data loss, business interruption, or loss of goodwill), even if advised of their possibility, except in cases of gross negligence or willful misconduct.

9.4 Carve-Out: The liability limitations in this Section 9 do not apply to: (a) your obligations under Sections 2, 3, 4, and 8 (intellectual property, confidentiality, competitor exclusion, and indemnification), or (b) damages arising from your unauthorized access as a Competitor.

10.1 Exemption: Neither party is liable for delays or failures to perform due to events beyond their reasonable control, including natural disasters, wars, government actions, pandemics, cyberattacks, internet failures, or utility disruptions ("Force Majeure").

10.2 Notice and Termination: The affected party must notify the other promptly and resume performance when possible. If a Force Majeure event prevents Platform access for more than 30 consecutive days, either party may terminate this Agreement upon written notice.

11.1 Term: This Agreement begins when you first access the Platform and continues until terminated by either party per Section 6.3.

11.2 Survival: The following sections survive termination indefinitely or for the periods specified:

• Intellectual Property (Section 2) – indefinitely
• Confidentiality (Section 3) – per Section 3.4 durations
• Competitor Exclusion (Section 4) – indefinitely for discovered violations
• Non-Solicitation (Section 5) – 1 year from termination
• Indemnification (Section 8) – indefinitely for breaches occurring during the term
• Limitation of Liability (Section 9) – indefinitely
• Governing Law and Dispute Resolution (Section 12) – indefinitely

12.1 Governing Law: This Agreement is governed by the laws of Panama, without regard to conflict of law principles, except where such application would violate mandatory provisions of the law of your jurisdiction (e.g., consumer protection laws, employment laws, or public policy prohibitions). Where Panama law conflicts with mandatory local law, the applicable local law governs to the extent required.

12.2 Informal Resolution: Before initiating formal disputes, the parties agree to attempt good-faith negotiation for 30 days after written notice of a dispute, including a detailed description of the dispute and proposed resolution.

12.3 Arbitration: If negotiation fails, disputes may be resolved through binding arbitration under the rules of the International Chamber of Commerce (ICC). The arbitration location will be:

• Panama City, Panama for disputes involving Users based in Latin America or the Caribbean;
• New York, NY for disputes involving Users based in North America;
• London, UK for disputes involving Users based in Europe, Middle East, or Africa;
• Singapore for disputes involving Users based in Asia or Oceania;
• Or another mutually agreed neutral location to minimize burden on both parties.

You consent to arbitration and waive objections to venue or jurisdiction for the designated location. Arbitration decisions are final and binding.

12.4 Court Jurisdiction: If arbitration is not pursued, disputes will be resolved in the courts of the location specified in Section 12.3 based on your region. However, the Company may bring suit in your jurisdiction for matters involving intellectual property infringement, breach of Sections 2-4, or enforcement of injunctive relief under this Agreement.

12.5 Injunctive Relief: Notwithstanding arbitration provisions, either party may seek immediate injunctive or equitable relief in any court of competent jurisdiction to prevent unauthorized use of Intellectual Property, disclosure of Confidential Information, or competitor access violations.

12.6 Service of Process: You agree to accept service of legal process via email to your registered email address or other methods permitted by applicable law.

13.1 Severability: If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified and interpreted to accomplish the objectives of the original provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

13.2 Waiver: Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other rights under this Agreement. Any waiver must be in writing and signed by an authorized representative.

14.1 Scope: This Agreement, together with the Privacy Policy and any applicable SLA, constitutes the entire agreement between you and the Company regarding Platform use, superseding all prior or contemporaneous agreements, communications, or understandings, whether written or oral.

14.2 Amendments: This Agreement may only be modified by a written amendment signed by an authorized Company representative, or by the Company posting a revised version on the Platform with notice to Users. Continued use of the Platform after notice of changes constitutes acceptance of the modified terms.

14.3 Assignment: You may not assign or transfer this Agreement without the Company's prior written consent. The Company may assign this Agreement to any affiliate, successor, or acquirer without your consent.

BY CLICKING "ACCEPT" DURING ONBOARDING, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE REPRESENTATIONS IN SECTION 1.4, THE COMPETITOR EXCLUSION IN SECTION 4, AND ALL OTHER TERMS HEREIN. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE REVIEWED THE PRIVACY POLICY AND ANY APPLICABLE SLA.