Controlled-Pilot Agreement

1.1. Contracting parties

This Minnirva Controlled-Pilot Agreement (this “Agreement”) is entered into between Dongalen Enterprises Inc., a California corporation doing business as KNHPG (“KNHPG,” “we,” “us,” or “our”), and the legal entity identified in the Pilot Order (“Customer”).

1.2. Business use only; authority

Minnirva is offered only for legitimate business and professional use, not for personal, family, or household purposes. The individual executing this Agreement on behalf of Customer represents that the individual is at least 18 years old and has authority to bind Customer.

1.3. Agreement acceptance

To accept this Agreement, Customer must either sign the Pilot Order or select the checkbox stating that Customer agrees to the terms and conditions of this Agreement. Electronic acceptance has the same effect as a handwritten signature.

KNHPG will retain an acceptance record identifying, at a minimum, Customer’s name, the name of the individual accepting this Agreement on behalf of Customer, that individual’s title, the Agreement version, the Pilot Order, the date and time of acceptance, and the method of acceptance. KNHPG will provide Customer with a copy of the acceptance record upon request.

1.4. Order of precedence

If there is a conflict among the documents forming this Agreement, the following order applies: (a) Schedule C (Data-Processing Terms), but only for its privacy subject matter; (b) the Pilot Order, for product, seats, pricing, and start and end dates; (c) the other Schedules; and (d) these Controlled-Pilot Terms. Customer purchase-order, procurement, or similar terms do not modify this Agreement unless KNHPG expressly accepts them in a signed writing.

“Account Data” means information used to administer Customer’s relationship with KNHPG, including administrator names and emails, billing and payment information, plan and seat details, and support tickets and communications.

“AI Feature” means a Minnirva feature that uses a hosted third-party artificial-intelligence or machine-learning model to analyze Customer Content or produce Generated Output.

“AI Provider” means a third-party provider of a hosted AI model or related AI service used by KNHPG. AI Providers used during the Pilot may include Anthropic, OpenAI, and Google.

“Authorized User” means an employee or individual contractor whom Customer authorizes to use Minnirva on Customer’s behalf.

“Business Day” means a day other than a Saturday, Sunday, or day on which banks in Sacramento, California are authorized or required to be closed.

“Customer Content” means data, lists, prompts, instructions, notes, configuration choices, and other content submitted to Minnirva at Customer’s direction. Customer Content does not include Service Data or KNHPG Materials.

“De-identified Data” means information derived from Customer Content or use of Minnirva that has been processed so that it cannot reasonably be used to infer information about, or otherwise be linked to, Customer, an Authorized User, a prospect, a customer of Customer, or another identified or identifiable individual or household.

“Generated Output” means content generated by Minnirva for Customer in response to Customer Content or Customer’s instructions, including prospect information, analyses, queries, text, classifications, and recommendations.

“KNHPG Materials” means all software, code, system prompts, workflows, templates, user interfaces, documentation, methods, know-how, and other technology owned or licensed by KNHPG, including Minnirva. KNHPG Materials does not include Customer Content or Customer-specific Generated Output.

“Pilot Order” means the customer-specific ordering record stating Customer’s identity, Pilot Term, services, Authorized User seats, fees, and other approved commercial details. It may be a signed order form or an electronic checkout record.

“Pilot” means the evaluation engagement under this Agreement, including Customer’s access to and use of Scout MVP and Lens MVP during the Pilot Term.

“Pilot Term” means the fixed pilot period stated in the Pilot Order, not to exceed 90 days unless the parties sign an express written extension.

“Restricted Data” has the meaning in Section 8.2.

“Service Data” means technical and operational information about the performance, security, administration, and use of Minnirva, including logs, diagnostic data, usage counts, feature interactions, latency, error information, security events, and billing metrics. Service Data excludes the substantive contents of Customer Content.

“Tenant Administrator” means the Customer employee or other Customer representative designated in the Pilot Order to manage Customer’s account, Authorized Users, and account configuration. A KNHPG employee may not serve as Customer’s Tenant Administrator.

3.1. Pilot right

Subject to Customer’s compliance with this Agreement and payment of applicable fees, KNHPG grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Pilot Term or until earlier termination of this Agreement to permit its Authorized Users to access and use Scout MVP and Lens MVP solely for Customer’s internal business evaluation and operations. No other KNHPG product or feature is included unless added by a written amendment signed by both parties.

3.2. Developmental nature

Customer acknowledges that the included services are minimum viable products under active development. Features, workflows, interfaces, AI models, usage limits, and performance may change during the Pilot Term. KNHPG may modify, restrict, replace, or discontinue a feature when reasonably necessary for product development, security, safety, legal compliance, cost control, provider availability, or abuse prevention.

If KNHPG permanently discontinues substantially all included services for reasons other than Customer’s breach or misuse, Customer’s exclusive remedy is termination and a pro rata refund of prepaid fees covering the unused remainder of the Pilot Term.

3.3. Tenant Administrator and Authorized Users

Customer will designate its Tenant Administrator and is responsible for that person’s decisions. The Tenant Administrator may invite or remove Authorized Users up to the number of seats stated in the Pilot Order, manage access, and receive operational notices for Customer. Each account is individual and may not be shared. Customer may permit only individuals who are at least 18 years old to become Authorized Users. Authorized Users may not access or use Minnirva in violation of applicable United States export-control or economic-sanctions laws, including for the benefit of prohibited persons or from jurisdictions or territories where the applicable use is prohibited. Customer is responsible for ensuring that any Authorized User access from outside the United States complies with applicable export control, data protection, and local laws. Customer is responsible for its Authorized Users’ compliance with this Agreement and will promptly disable access that is no longer authorized.

3.4. KNHPG operator access

KNHPG personnel do not become Customer’s Tenant Administrator. KNHPG may use separately controlled operator access to Customer’s account and Customer Content when reasonably necessary to provide support, investigate errors, maintain or secure Minnirva, respond to suspected abuse, comply with law, or follow Customer’s documented request. KNHPG will limit such access to personnel with a business need, confidentiality obligations, and access appropriate to their role, and will maintain available administrative or support records appropriate to the Pilot’s developmental stage.

3.5. Account security

Customer will maintain accurate Account Data, protect credentials, use reasonable security measures, and promptly notify KNHPG in writing of suspected unauthorized access. KNHPG may require multifactor authentication or other security controls. Customer will not bypass or attempt to defeat a security, rate, or access control.

4.1. Fixed term; no automatic renewal

The Pilot Term begins on the Start Date and, unless earlier terminated in accordance with this Agreement, ends on the End Date stated in the Pilot Order. The Pilot Term will not exceed 90 days and does not automatically renew. Access ends when the Pilot Term expires unless: (a) the parties sign an express extension; or (b) Customer affirmatively accepts KNHPG’s then-current production agreement and a new order. Continued use does not by itself create a renewal or authorize additional charges.

4.2. Pilot pricing

Unless the Pilot Order states a negotiated price, the Pilot fee is $99 per Authorized User seat per month, charged in advance for each 30-day billing period beginning on the Pilot Start Date. The Pilot Order controls the seat count and total charges.

Customer may add a seat during the Pilot Term through an affirmative order or account action that clearly states the additional charge. A removed seat stops future charges but does not create a refund for a billing segment already begun.

4.3. Payment authorization and taxes

Customer authorizes KNHPG and its payment processor to charge the payment method identified in the Pilot Order for the Pilot fees, approved additional seats, and applicable taxes. This authorization does not extend beyond the Pilot Term or permit automatic conversion to a production subscription. KNHPG does not intend to receive or store full payment-card numbers in Minnirva.

Customer is responsible for applicable sales, use, value-added, and similar taxes, excluding taxes based on KNHPG’s net income.

4.4. Refunds and nonpayment

Except for the pro rata remedy in Section 3.2 or where required by law, Pilot fees are non-cancellable and non-refundable. KNHPG may suspend access after 5 Business Days’ notice if an undisputed amount is overdue, and may suspend immediately if a payment method is fraudulent, revoked, or used without authorization.

4.5. Usage controls

KNHPG may apply reasonable rate, concurrency, seat, token, credit, or consumption limits to protect Minnirva, other customers, AI Providers, and KNHPG from abuse or unexpectedly excessive cost. Any token, credit, unit, or similar allocation is only a measure of permitted service use; it is not currency, property, or stored value, has no cash value, and is non-transferable.

5.1. AI is required for Scout MVP and Lens MVP

Scout MVP and Lens MVP cannot function as designed without AI Features. By ordering or using either service, Customer instructs and authorizes KNHPG to transmit the Customer Content reasonably necessary for the selected workflow, together with relevant instructions and context, to one or more AI Providers for processing and return of Generated Output. There is no non-AI mode for the included services.

5.2. AI Providers and limits of control

KNHPG uses commercial, hosted AI services and does not operate or control the underlying third-party models. During the Pilot, KNHPG may use services provided by Anthropic, OpenAI, and Google. KNHPG will configure and use AI Providers under available business or API terms intended for commercial processing.

AI Providers may process and retain prompts, inputs, outputs, and related technical data as needed to provide their services, prevent or investigate abuse and security events, and comply with law, subject to their agreements and configurations. Provider models, practices, availability, retention options, and commercial terms may change. KNHPG will use reasonable care in selecting and configuring providers, but cannot guarantee an AI Provider’s systems, conduct, or continued policies after Customer Content is transmitted to that provider.

KNHPG may change an AI Provider or model for availability, quality, security, safety, cost, legal, or performance reasons. KNHPG will notify Customer before a change that materially expands the disclosed processing of Customer Content when reasonably practicable and as required by applicable law.

5.3. No generalized-model training without opt-in

KNHPG will not use Customer Content to train a generalized AI model and will not authorize an AI Provider to use Customer Content to train a generalized AI model, unless Customer separately provides prior affirmative written consent. This restriction does not prevent processing necessary to provide, maintain, secure, or support Minnirva; detect abuse or security events; produce Customer-requested output; or create and use De-identified Data as permitted by this Agreement. KNHPG will use commercial AI Provider services and configurations under which Customer Content is not used to train generalized AI models by default, except where Customer expressly directs or authorizes such use. KNHPG will not knowingly transmit Customer Content through free or consumer service tiers that permit such content to be used for generalized model improvement.

5.4. Output limitations and human review

AI Features are probabilistic. Generated Output may be inaccurate, incomplete, outdated, misleading, biased, offensive, non-unique, or unsuitable for Customer’s purpose. Customer will independently review and verify Generated Output before relying on it, publishing it, contacting a person identified in it, or using it to make a decision.

Scout’s identification of a person or organization as a prospect is not a representation that contact is legally permitted, appropriate, accurate, or likely to succeed. Customer is solely responsible for complying with marketing, solicitation, privacy, anti-spam, and do-not-contact requirements and for confirming facts before outreach.

5.5. No regulated or professional decision-making

Customer will not use Minnirva or Generated Output as the sole or determinative basis for decisions concerning employment, credit, housing, insurance, healthcare, education admissions, criminal justice, legal rights, or another regulated eligibility determination. Minnirva does not provide legal, medical, financial, tax, or other professional advice.

6.1. Customer ownership

As between Customer and KNHPG, Customer retains all right, title, and interest in Customer Content. Nothing in this Agreement transfers ownership of Customer’s customer lists, prompts, notes, business records, confidential information, or other uploaded data to KNHPG.

6.2. Limited processing license

Customer grants KNHPG a worldwide, non-exclusive, royalty-free license during the Pilot Term, and for the limited post-termination periods in this Agreement, to host, copy, transmit, display, analyze, transform, and otherwise process Customer Content only as reasonably necessary to:

• provide, maintain, secure, and support Minnirva;
• produce Generated Output requested by Customer;
• prevent or investigate fraud, security incidents, abuse, or violations of this Agreement;
• comply with Customer’s instructions and applicable law; and
• create and use De-identified Data as permitted below.

This license does not authorize KNHPG to sell Customer Content, use Customer Content for targeted advertising, compete in Customer’s markets using Customer’s nonpublic information, or disclose Customer Content to another customer except at Customer’s direction.

6.3. Generated Output

As between Customer and KNHPG, and to the extent permitted by law, Customer owns KNHPG’s rights, if any, in Customer-specific Generated Output upon creation, and KNHPG assigns those rights to Customer. This assignment does not include KNHPG Materials, public facts, third-party materials, or portions that cannot be owned or are also generated for others. Customer receives a license to KNHPG Materials included in Generated Output solely as necessary to use that output for Customer’s internal business purposes.

Similar or identical output may be generated for others. KNHPG does not warrant that Generated Output is protectable, exclusive, or free of third-party rights.

6.4. KNHPG Materials

KNHPG and its licensors retain all right, title, and interest in KNHPG Materials and all improvements, modifications, and derivative works of KNHPG Materials. No rights are granted except the limited rights expressly stated in this Agreement.

6.5. Service Data

KNHPG may collect, own, and use Service Data to operate, secure, administer, bill for, analyze, and improve Minnirva and enforce this Agreement. Service Data will not include the substantive content of a prompt, list, note, or message merely because that content passed through Minnirva.

6.6. De-identified Data and generalized learning

KNHPG may create and use De-identified Data to analyze product performance, identify effective patterns of platform use, develop generalized workflows and features, improve onboarding and user effectiveness, allocate resources, and produce aggregate benchmarks. KNHPG will implement technical safeguards and business processes designed to prevent re-identification of De-identified Data and to prevent inadvertent release of information in identifiable form, and will make no attempt to re-identify De-identified Data.

KNHPG may learn that a generalized interaction pattern, workflow sequence, configuration approach, or interface behavior improves results and may incorporate that learning into Minnirva for all customers. KNHPG will not copy Customer’s identifiable prompts, customer lists, market strategy, pricing, confidential information, or customer-specific methodology into another customer’s environment.

6.7. Feedback

If Customer or an Authorized User voluntarily provides a suggestion, idea, enhancement request, or other feedback about Minnirva, Customer grants KNHPG a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation. Feedback does not include Customer Content merely because Customer used Minnirva.

7.1. Processing roles and privacy responsibilities

To the extent KNHPG processes personal information in Customer Content on Customer’s behalf, Customer acts as the business, controller, or equivalent responsible party and KNHPG acts as the service provider, processor, or equivalent recipient under applicable privacy law.

Customer is responsible for determining that it has a lawful basis and all permissions, notices, and consents needed to collect, upload, disclose, and instruct KNHPG to process Customer Content. KNHPG will process Customer Content only for the limited and specified purposes in this Agreement, Customer’s documented instructions, or as required by law; will not sell Customer Content or share it for cross-context behavioral advertising; and will require material subprocessors to protect it under written data-protection obligations appropriate to the services they provide and required by applicable law.

KNHPG may act as an independent business or controller for Account Data and Service Data used for account administration, billing, security, legal compliance, and KNHPG’s business operations.

Scout MVP sources business contact data from third-party data vendors and performs AI-assisted research on individuals at prospect companies. For this independently sourced data, KNHPG acts as an independent business or controller, not as Customer’s service provider or processor. KNHPG is responsible for ensuring it has a lawful basis to obtain and provide this data, including requiring its data vendors to represent that the data was lawfully collected. Customer receives this data under a license to use it for Customer’s permitted business purposes, subject to Customer’s own compliance obligations for outreach and marketing. Customer may not direct KNHPG to delete, correct, or restrict processing of independently sourced data as though it were Customer Content; requests concerning such data should be directed to KNHPG’s privacy contact.

7.2. Confidentiality

“Confidential Information” means nonpublic information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or reasonably should be understood as confidential, including Customer Content, business plans, security information, product roadmaps, source code, pricing, and the terms of a Pilot Order.

The Recipient will use Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care. The Recipient may disclose it only to workforce members, professional advisers, and contractors who need to know it and are bound by confidentiality obligations at least as protective as those set forth in this Section 7.2.

Confidential Information does not include information the Recipient can document: (a) is publicly available through no breach; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without confidentiality duty; or (d) is independently developed without use of the Discloser’s Confidential Information.

The Recipient may disclose Confidential Information when legally required, provided it gives advance notice when permitted and reasonable assistance, at the Discloser’s expense, if the Discloser seeks protection. These obligations continue during the Pilot Term and for five years afterward; trade secrets remain protected while they qualify as trade secrets.

7.3. Security safeguards and incidents

KNHPG will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, use, alteration, or disclosure. KNHPG does not represent that it has completed SOC 2 or another independent security certification, and no system is perfectly secure.

KNHPG will notify Customer without undue delay after confirming a security incident that materially compromises Customer Content and will provide information reasonably available to support Customer’s response. Notice is not an admission of fault.

7.4. Privacy requests

Privacy requests, including consumer access, deletion, or correction requests under applicable privacy law, may be mailed to KNHPG, 1555 River Park Drive, Suite 213, Sacramento, California 95815, or emailed to webeng@knhpg.com. If KNHPG receives a request concerning personal information in Customer Content, KNHPG may refer the requester to Customer and will provide Customer reasonable assistance in responding to the request.

8.1. Permitted business data

Customer may submit ordinary business data reasonably necessary to use Scout MVP and Lens MVP. For Scout’s customer-suppression function, Customer may upload an existing-customer list limited to business name, business contact name, business email address, business telephone number, business location, customer or account identifier, and similar ordinary business identifiers needed to avoid treating an existing customer as a prospect.

Customer will minimize Customer Content, upload only fields needed for the selected workflow, and avoid free-text notes or attachments containing sensitive information. Customer remains responsible for the accuracy, legality, and source of submitted data. By uploading an existing-customer list for suppression purposes, Customer represents that its privacy policy or other applicable notice to those individuals permits disclosure of their information to a third-party service provider that uses AI processing.

8.2. Restricted Data

Customer will not submit or use Minnirva to process:

• protected health information or medical records;
• full payment-card or bank-account numbers, authentication data, or financial-account credentials;
• Social Security numbers, tax-identification numbers, driver’s-license numbers, passport numbers, or other government identifiers;
• account passwords, private keys, security codes, or secrets;
• biometric identifiers or biometric templates;
• precise geolocation unrelated to an expressly approved workflow;
• information about a person known to be under 18;
• education records regulated by FERPA;
• criminal-history or background-check data;
• special-category or highly sensitive personal information used for profiling or eligibility decisions;
• information subject to export-control, defense, classified, or government-security restrictions;
• genetic information;
• immigration status or records;
• contents of private communications of third parties not authorized for disclosure;
• information subject to attorney-client privilege or litigation hold; or
• any information whose processing requires KNHPG to sign a specialized agreement or implement safeguards not expressly agreed in writing.

Customer will not use Minnirva for a workflow subject to HIPAA, PCI DSS, GLBA, FERPA, COPPA, FCRA, CJIS, ITAR, or similar specialized requirements unless KNHPG expressly approves the workflow in a signed amendment.

8.3. Accidental Restricted Data

If Customer discovers Restricted Data in Minnirva, Customer will stop the affected processing, remove it if possible, and notify KNHPG at webeng@knhpg.com without including the Restricted Data in the notice. KNHPG may restrict access, quarantine, or delete Restricted Data and may suspend the affected workflow while the parties address the issue.

Customer will not, and will not permit Authorized Users to, use Minnirva to:

• violate law or another person’s rights, including privacy, publicity, intellectual-property, or contractual rights;
• deceive, defraud, impersonate, harass, stalk, threaten, discriminate unlawfully, or facilitate violence or exploitation;
• send unlawful or unwanted communications, ignore opt-outs, or evade marketing and solicitation rules;
• upload malware, exploit vulnerabilities, obtain unauthorized access, or interfere with Minnirva or another system;
• scrape, probe, reverse engineer, benchmark for a competing service, or circumvent rate, seat, security, or usage controls except to the extent a restriction is prohibited by law;
• use Generated Output without appropriate human review or represent it as independently verified by KNHPG;
• use Minnirva to build, train, or improve a competing model, product, or service; or
• resell, sublicense, timeshare, or make Minnirva available to anyone other than Authorized Users.

KNHPG has no general obligation to monitor Customer Content or Customer’s activities. KNHPG may nevertheless investigate specific suspected violations, restrict Customer Content or access, preserve information, and report conduct when KNHPG reasonably believes action is necessary to protect a person, Minnirva, another customer, or KNHPG; comply with law or provider requirements; or enforce this Agreement. Customer will promptly report suspected abuse to webeng@knhpg.com.

10.1. Support

Support is available through webeng@knhpg.com during KNHPG’s normal business hours. KNHPG will use reasonable efforts to respond, but no guaranteed response or resolution time applies.

10.2. Availability

KNHPG will use commercially reasonable efforts to make the Pilot services available, subject to maintenance, updates, internet and AI Provider failures, security events, emergency work, and events beyond KNHPG’s reasonable control. No uptime service-level agreement, service credit, disaster-recovery commitment, or guaranteed availability applies.

10.3. Third-party services

Minnirva may interoperate with AI Providers, hosting providers, payment processors, public websites, and other third-party services. These services are governed by their own terms and may change or become unavailable. KNHPG is not responsible for a third-party service Customer independently selects or connects. KNHPG remains responsible for its subprocessors only to the extent stated in this Agreement and required by applicable law.

11.1. Customer termination

Customer may terminate the Pilot by written notice. Termination stops future Pilot access and future monthly billing segments, but does not create a refund for a segment already begun except as expressly stated in this Agreement.

11.2. Termination for cause

Either party may terminate for material breach (other than payment breaches, which are governed by Section 4.4) if the breach remains uncured fifteen (15) days after written notice describing in reasonable detail the nature of the alleged breach. KNHPG may terminate immediately for fraud, unlawful use, serious security or abuse risk, breaches of the data restrictions in Sections 8 or 9, Customer’s submission of Restricted Data that cannot reasonably be cured, insolvency, or conduct that could materially harm a person, KNHPG, an AI Provider, or another customer.

11.3. Suspension

KNHPG may suspend access immediately when reasonably necessary to prevent material harm, address a credible security threat, comply with law or provider requirements, prevent prohibited content or abuse, investigate a suspected violation, or protect another person. When practicable, KNHPG will limit suspension to the affected user, feature, or data and provide notice and an opportunity to cure.

11.4. Effect and survival

When the Pilot expires or terminates, Customer’s access ends, approved charges already accrued remain due, and KNHPG will handle Customer Content under Section 12. Provisions that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, indemnification, limitations of liability, dispute provisions, and general terms.

12.1. During the Pilot

KNHPG may retain Customer Content for the active Pilot Term as reasonably necessary to provide Minnirva. Customer is responsible for maintaining independent copies of information it cannot afford to lose.

12.2. Export window

For 30 days after expiration or termination, Customer may request an export of reasonably available Customer Content in a then-supported format, which may include a MySQL database dump. KNHPG’s obligation is limited to providing access to existing self-service export functionality or standard database exports; KNHPG is not required to perform custom data extraction. An export may exclude KNHPG Materials, security information, system credentials, internal operational data, and information relating to other customers. KNHPG is not required to create a custom schema, migrate data into another provider, or provide software needed to interpret the export.

12.3. Deactivation and deletion

KNHPG may deactivate the production account promptly after expiration or termination. KNHPG will delete or render inaccessible final database exports, account images, and active-system copies within 90 days after expiration or termination, and will overwrite or delete backup copies within approximately 90 days according to normal backup cycles.

Operational and database logs ordinarily use a rolling 30-day rotation. KNHPG may retain information longer when reasonably necessary for legal holds, financial records, dispute resolution, fraud or security investigation, mandatory reporting, or enforcement. Retained Customer Content remains protected and will not be used for another purpose.

Deletion from KNHPG systems may not cause immediate deletion from an AI Provider or other subprocessor. Provider retention and deletion are governed by KNHPG’s agreement and configuration with that provider.

13.1. Authority and Customer warranties

Each party represents that it has authority to enter into this Agreement. Customer represents and warrants that Customer Content, its instructions, and its use of Minnirva comply with this Agreement and do not violate law or third-party rights.

13.2. Pilot disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINNIRVA, SCOUT MVP, LENS MVP, GENERATED OUTPUT, DOCUMENTATION, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KNHPG DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND THAT MINNIRVA WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.

KNHPG DOES NOT WARRANT THAT GENERATED OUTPUT IS FACTUALLY CORRECT, CURRENT, UNIQUE, NON-INFRINGING, OR SUITABLE FOR A PARTICULAR DECISION; THAT SCOUT WILL IDENTIFY OR EXCLUDE EVERY APPROPRIATE PROSPECT; OR THAT A THIRD-PARTY PROVIDER WILL MAINTAIN A PARTICULAR MODEL, POLICY, PRICE, OR LEVEL OF AVAILABILITY.

Some jurisdictions do not allow certain disclaimers, so some of the foregoing may not apply. Nothing excludes a warranty or remedy that cannot lawfully be excluded.

Customer will defend KNHPG and its officers, directors, employees, and agents against a third-party claim arising from: (a) Customer Content; (b) Customer’s or an Authorized User’s violation of Sections 7 through 9; (c) Customer’s failure to obtain required rights, notices, or consents; or (d) Customer’s use of Generated Output after failing to perform reasonable review. Customer will pay damages, settlements, costs, and reasonable attorneys’ fees finally awarded or agreed in an approved settlement.

KNHPG will promptly notify Customer of a claim, provide reasonable cooperation at Customer’s expense, and allow Customer to control the defense and settlement. If Customer does not assume the defense within a reasonable time after notice, KNHPG may retain its own counsel at Customer’s expense. Customer may not settle in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release KNHPG without KNHPG’s written consent, not to be unreasonably withheld. Delay in notice relieves Customer’s obligation only to the extent it materially prejudices the defense.

15.1. Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2. Liability cap

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE PILOT ORDER; OR (B) $1,000.

15.3. Excluded claims

The exclusion and cap do not limit: (a) Customer’s payment obligations; (b) a party’s fraud, willful misconduct, or gross negligence; (c) Customer’s breach of the use restrictions or KNHPG’s intellectual-property rights; (d) Customer’s indemnification obligations; or (e) liability that applicable law does not permit the parties to limit. Notwithstanding the foregoing, KNHPG will not be liable for an AI Provider’s independent retention, processing, disclosure, or use of Customer Content after transmission to that provider, except to the extent caused by KNHPG’s failure to configure the provider as described in Section 5.2.

The fees reflect this allocation of risk. These limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose.

This Agreement is governed by California law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state courts located in Sacramento County, California, and the United States District Court for the Eastern District of California have exclusive jurisdiction over disputes arising from this Agreement. Each party consents to personal jurisdiction and venue in those courts.

Before filing a claim, each party will provide written notice describing the dispute and allow 30 days for good-faith informal resolution, except when emergency injunctive relief is reasonably necessary.

KNHPG may make non-material operational changes during the Pilot and may update this Agreement to address an urgent legal, security, abuse, or provider requirement. KNHPG will give notice as soon as reasonably practicable. A change that materially increases Customer’s fees, materially reduces Customer’s contractual rights, or materially expands KNHPG’s right to use previously collected Customer Content requires Customer’s affirmative acceptance and will not apply retroactively.

Any continuation beyond the Pilot Term requires a new order or agreement affirmatively accepted by Customer. KNHPG will not convert the Pilot into an automatically renewing subscription or annual commitment without Customer’s express agreement.

18.1. Notices and contacts

Formal legal notices to KNHPG must be sent by nationally recognized overnight courier or certified United States mail, return receipt requested, to KNHPG, 1555 River Park Drive, Suite 213, Sacramento, California 95815. Notices to Customer may be sent to the Tenant Administrator’s email and Customer’s address in the Pilot Order. A notice is effective on confirmed delivery.

Operational support and urgent abuse reports may be sent to webeng@knhpg.com.

18.2. Publicity

KNHPG will not use Customer’s name or logo in public marketing without Customer’s prior written permission. KNHPG may reference Customer’s name (without disclosing specific fees or other confidential terms) in confidential communications to investors, lenders, or potential acquirers who are bound by confidentiality obligations.

18.3. Assignment and subcontracting

Neither party may assign this Agreement without the other’s written consent, except to an affiliate or in connection with a merger, reorganization, acquisition, or sale of substantially all assets relating to this Agreement, provided the assignee assumes the assigning party’s obligations. Notwithstanding the foregoing, KNHPG may terminate this Agreement upon written notice if Customer is acquired by or merges with an entity that KNHPG reasonably and in good faith determines to be a direct competitor of KNHPG. KNHPG may use contractors and subprocessors to perform its obligations and remains responsible for them to the extent stated here and required by law.

18.4. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. Such events may include natural disasters, war, terrorism, labor disputes, internet or utility failures, government action, epidemics, cyberattacks not caused by a party’s failure to use reasonable safeguards, and widespread third-party provider outages.

18.5. Export and sanctions

Customer will not use, export, or re-export Minnirva in violation of United States or applicable export-control or sanctions laws. Customer represents that it and its Authorized Users are not prohibited parties and will not use Minnirva for a prohibited end use.

18.6. Relationship; third parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship. Neither party may bind the other. There are no third-party beneficiaries except indemnified persons expressly identified in Section 14.

18.7. Waiver; severability; interpretation

A waiver must be in writing and is limited to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain effective. Headings are for convenience. “Including” means “including without limitation.” A reference to law includes amendments and successor provisions.

18.8. Entire agreement and counterparts

This Agreement is the entire agreement regarding the Pilot and supersedes prior or contemporaneous proposals and understandings on that subject. Purchase-order terms do not apply unless expressly accepted in a signed writing by KNHPG. The Pilot Order and amendments may be executed electronically and in counterparts.

18.9. Assistance and cooperation

Where this Agreement requires KNHPG to provide assistance or cooperation, KNHPG will provide up to two (2) hours of personnel time per request at no additional charge. If a request reasonably requires more than two hours, KNHPG may notify Customer and charge its then-current professional services rate for additional time, provided Customer approves the additional work in advance.

This Pilot Order becomes binding when affirmatively accepted by Customer and KNHPG. It incorporates the Minnirva Controlled-Pilot Terms v0.2 and Schedules B through D.

Customer accepts this Pilot Order by completing an electronic checkout that records the customer-specific entries above and requires an equivalent affirmative acceptance. Customer confirms that it is acquiring Minnirva solely for business or professional use; understands Scout MVP and Lens MVP are paid developmental pilot services; authorizes the AI processing described in this Agreement; accepts the Restricted Data prohibition; understands the Pilot ends on the stated End Date without automatic renewal; and has received or can retain a copy of the Agreement. KNHPG accepts the Pilot Order by activating Customer’s account after the recorded acceptance and payment authorization.

Scout MVP

Scout MVP is an AI-required prospect-research and organization service. Customer instructions, search criteria, permitted existing-customer identifiers, and other context necessary for the selected workflow may be processed through one or more AI Providers. Scout MVP is unavailable in a non-AI mode.

Scout may use public or properly licensed sources and AI-generated analysis. Results may be incomplete, outdated, duplicated, or incorrect. Customer must verify prospect identity, relevance, contact details, outreach authority, and applicable solicitation requirements.

Lens MVP

Lens MVP is an AI-required analysis and query service. It may process Customer instructions and permitted information available within Customer’s Minnirva account to answer questions, organize information, generate queries, or produce other output. Lens MVP is unavailable in a non-AI mode.

AI Provider notice

AI Providers used during the Pilot may include Anthropic, OpenAI, and Google. KNHPG may change a provider or model as described in the Agreement. Customer Content may be processed by any authorized AI Provider interchangeably; if the primary provider for a function is unavailable, KNHPG may route the request to another authorized provider. Customer Content transmitted to a provider is limited to what KNHPG reasonably determines is needed for the requested function, but Customer acknowledges that hosted AI processing necessarily places that content within a third party’s technical environment.

KNHPG does not authorize generalized-model training with Customer Content without Customer’s separate affirmative written opt-in. This commitment does not prevent processing for service delivery, security, safety, abuse detection, or legal compliance under the provider’s applicable business or API terms.

Human review

Generated Output is assistance, not a verified result. Customer is responsible for human review, lawful outreach, and all decisions or actions taken from Generated Output.

These Data-Processing Terms apply when KNHPG processes personal information in Customer Content on Customer’s behalf.

Instructions and purpose limitation

Customer instructs KNHPG to process personal information only to provide, maintain, secure, and support Scout MVP and Lens MVP; produce requested output; prevent or investigate fraud, security incidents, and misuse; comply with Customer’s documented instructions and law; and perform the limited processing otherwise stated in the Agreement.

KNHPG will not sell or share Customer Content for cross-context behavioral advertising. KNHPG will not retain, use, or disclose personal information outside the direct business relationship with Customer except as permitted by applicable law and this Agreement. KNHPG will not combine Customer personal information with information received from another customer or collected from KNHPG’s independent interaction with an individual except as permitted by applicable law, including to provide or improve the contracted services without identifying Customer or individuals to another customer. KNHPG certifies that it understands and will comply with the restrictions set forth in this Agreement on its use, retention, and disclosure of personal information, consistent with Cal. Civ. Code § 1798.140(ag).

Compliance and assistance

KNHPG will comply with applicable obligations imposed on it as a service provider or processor, provide the same level of privacy protection required of it by applicable law, notify Customer if KNHPG determines it can no longer meet those obligations, and cooperate with reasonable and appropriate steps by Customer to stop and remediate unauthorized use.

Taking into account the nature of processing and information available to KNHPG, KNHPG will provide reasonable assistance with requests from individuals, security-incident response, and information reasonably needed for Customer’s privacy assessments. KNHPG will acknowledge Customer’s forwarded consumer access, deletion, or correction requests within ten (10) Business Days of receipt and will provide reasonable assistance with such requests as required by applicable law. Customer remains responsible for the legal sufficiency of its notices, instructions, and responses.

Confidentiality, security, and subprocessors

KNHPG will require persons authorized to process Customer Content to be subject to confidentiality obligations and will maintain the safeguards described in the Agreement. Customer generally authorizes KNHPG to engage hosting, AI, communications, payment, support, and other subprocessors needed to operate Minnirva. KNHPG will bind material subprocessors to written data-protection obligations appropriate to the services they provide and required by applicable law.

During the Pilot, AI subprocessors may include Anthropic, OpenAI, and Google. Other infrastructure and operational providers may be identified in the applicable checkout disclosure or a notice supplied to Customer. KNHPG remains responsible for its subprocessors to the extent required by applicable law.

Customer review rights

Upon reasonable written request, KNHPG will provide information reasonably necessary to demonstrate compliance with these Data-Processing Terms. During the Pilot, this obligation ordinarily will be satisfied through written responses and available documentation. Any audit must be legally required or reasonably necessary, coordinated in advance, conducted during normal business hours, avoid access to other customers’ information, and not unreasonably interfere with KNHPG’s operations. Customer is responsible for audit costs unless the audit identifies a material breach by KNHPG.

Return and deletion

KNHPG will return or delete Customer Content as described in Section 12 unless law requires retention. The parties agree that this Agreement and Pilot Order document Customer’s processing instructions.

This Schedule states conditions KNHPG must satisfy before accepting a Pilot Order. It is part of the Agreement so Customer can rely on the stated controls.

Required checkout disclosure

Immediately before acceptance and payment, KNHPG must clearly display:

• that Scout MVP and Lens MVP are paid pilot services under active development;
• the exact seat count, per-seat price, initial charge, billing dates, and maximum Pilot end date;
• that the Pilot does not automatically renew or convert to an annual plan;
• that both included services require third-party AI processing;
• a conspicuous link to a retainable copy of this Agreement;
• a reminder that suppression lists should contain only business identifiers necessary for the suppression function and should not include free-text notes, attachments, or sensitive fields; and
• an unchecked acceptance box requiring an affirmative act.

Acceptance record

KNHPG must record Customer’s legal name, accepting individual, stated authority, Tenant Administrator, Agreement version, Pilot Order terms, price and seats, timestamp, and acceptance event, and must send or make available a retainable copy.

Launch configuration

KNHPG must configure Pilot accounts so that:

• only Scout MVP and Lens MVP are enabled under this Agreement;
• no annual charge or automatic production conversion can occur;
• each Authorized User has an individual account;
• KNHPG operator access is separate from Customer’s Tenant Administrator role;
• support and abuse reports are monitored at webeng@knhpg.com; and
• Customer can request termination, export, or privacy assistance using the stated contacts.

Timeline, Focus, Folio, public image sharing, external image submission, and other unreleased products or features are not authorized under this Agreement. Their future release requires a separate legal and operational review and an affirmative amendment or new agreement.