SILVERILE CUSTOMER AGREEMENT

1. INTRODUCTION & DEFINITIONS

1.1 Agreement

This Customer Agreement ("Agreement") governs your access to and use of Silverile Inc.'s products and services, including but not limited to Silverile Cloud Products and StoryCraft-AI (collectively, the "Products"). This Agreement is entered into between you or your organization ("Customer" or "you") and Silverile Inc., a Delaware corporation with principal offices at 1941 W Blaylock Dr, Phoenix, AZ 85085, USA ("Silverile," "we," "our," or "us").

By accessing, registering for, or using the Products, you agree to be bound by this Agreement. If you are accessing the Products on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement, and references to "Customer" include that organization.

1.2 Key Definitions

"Account" means a Silverile account registered by or on behalf of Customer, including all Workspaces, Projects, and data contained within.

"Acceptable Use Policy" means Silverile's Acceptable Use Policy available at silverile.com/legal/acceptable-use-policy, as may be updated from time to time.

"Billing Period" means the monthly or annual period for which Customer is billed fees, as specified in the Order Form or Customer's selected subscription tier.

"Confidential Information" means any non-public information disclosed by one party to the other, including code, algorithms, business plans, financial data, and product roadmaps, but excluding information that is publicly available or independently developed.

"Customer Data" means data, content, and information that Customer inputs into, uploads to, or processes through the Products, including but not limited to documents, projects, artifacts, user-generated content, and metadata.

"Data Processing Addendum" or "DPA" means the data processing terms available at silverile.com/legal/dpa, incorporated herein by reference where Silverile acts as a data processor.

"Documentation" means Silverile's technical documentation, help articles, API documentation, and user guides published on silverile.com or within the Products.

"Fees" means the subscription, usage, or service fees owed by Customer to Silverile, as specified in the Order Form or subscription purchase.

"Force Majeure Event" means an event beyond the reasonable control of Silverile, including but not limited to natural disasters, war, terrorism, government actions, pandemics, or internet infrastructure failures.

"Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

"Order Form" means Silverile's order form, purchase order, invoice, or other document specifying Customer's subscription tier, Fees, Billing Period, and any add-ons.

"Product-Specific Terms" means the terms specific to Silverile Cloud Products, including SLAs, pricing, and usage limits, available at silverile.com/legal/product-terms.

"Secondary User" means any individual who accesses the Products via Customer's Account but is not the Account Owner or Administrator.

"Silverile AI Terms" means the supplemental terms governing StoryCraft-AI and other AI-powered features, available at silverile.com/legal/ai-terms.

"Workspace" means a logically isolated instance or environment within the Products created by or assigned to Customer for organizing Projects and data.

2. ACCOUNT REGISTRATION & ELIGIBILITY

2.1 Account Creation

To use the Products, Customer must create an Account by providing accurate, current, and complete information including name, email address, and organization details. Customer is responsible for maintaining the confidentiality of Account credentials and is liable for all activity that occurs under the Account.

2.2 Eligibility

Customer represents and warrants that:

• (a) Customer is at least 18 years old (or the age of majority in Customer's jurisdiction);
• (b) If registering on behalf of an organization, Customer is authorized to bind that organization to this Agreement;
• (c) Customer's use of the Products complies with all applicable laws, regulations, and third-party rights;
• (d) Customer is not a person or entity subject to US export controls, sanctions, or embargo restrictions (OFAC lists, EU sanctions, etc.).

2.3 Account Verification

Silverile may verify Account information and require additional documentation for enterprise accounts. Silverile reserves the right to suspend or terminate Accounts that fail verification or are created in violation of this Agreement.

2.4 Multiple Accounts

Customer may not create multiple Accounts to circumvent usage limits, access tier restrictions, or pricing structures. Silverile may consolidate or terminate duplicate Accounts without refund.

3. LICENSE GRANT & USAGE RIGHTS

3.1 Limited License

Subject to Customer's compliance with this Agreement, Silverile grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Products solely for Customer's internal business purposes during the Billing Period. The Products may include integrations, plugins, extensions, APIs, or developer tools that interact with the Silverile platform. Such components are licensed solely for use with the Silverile Services and are subject to this Agreement. This license does not include the right to:

• (a) Sublicense, resell, or offer the Products to third parties;
• (b) Use the Products for benchmarking, competitive analysis, or developing competing products;
• (c) Use the Products on behalf of third parties for a fee or other compensation;
• (d) Access the Products via automated means (scraping, bots) without prior written permission;
• (e) Use the Products to provide services to competitors.

3.2 Number of Users

The number of users who may access the Products is determined by Customer's subscription tier and the number of user licenses purchased. "Users" include all individuals who are provisioned or enabled to authenticate to Customer's Account. Billing is based on enabled user licenses, not frequency of use or login activity.

3.3 Secondary Users & Administration

Customer is responsible for managing Secondary User access, permissions, and conduct. Customer must inform all Secondary Users of this Agreement's terms. Silverile may revoke Secondary User access immediately if Silverile reasonably believes the Secondary User has violated this Agreement.

3.4 Modifications & Updates

Silverile may modify, update, or discontinue the Products at any time with reasonable notice (typically 30 days). Material adverse changes to functionality may entitle Customer to terminate without penalty during the notice period.

3.5 Beta & Trial Features

Features marked "beta," "trial," "pilot," or "experimental" are provided AS-IS without SLA, support, or warranty. Silverile may withdraw beta features at any time. Customer should not rely on beta features for production use.

4. RESTRICTIONS & PROHIBITED ACTIVITIES

4.1 Prohibited Uses

Customer shall not, and shall ensure Secondary Users do not:

• (a) Illegal Activity – Use the Products for any illegal purpose or in violation of any law, regulation, or third-party right;
• (b) Malicious Code – Upload, transmit, or execute malware, viruses, worms, ransomware, or other harmful code;
• (c) Security Attacks – Attempt unauthorized access, circumvent security controls, exploit vulnerabilities, or perform penetration testing without written permission;
• (d) Reverse Engineering – Decompile, disassemble, or reverse-engineer the Products, AI models, or algorithms;
• (e) Scraping & Automation – Scrape, crawl, or access the Products via automated means without authorization;
• (f) Denial of Service – Launch DDoS attacks, resource exhaustion, or any attack that disrupts service for other customers;
• (g) IP Infringement – Infringe, misappropriate, or violate any third-party patent, copyright, trademark, or trade secret;
• (h) Harmful Content – Upload, transmit, or generate content that is:
  • Defamatory, libellous, or slanderous
  • Sexually explicit or exploits minors
  • Promotes violence, terrorism, or illegal activity
  • Discriminatory or hateful based on race, ethnicity, gender, religion, sexual orientation, or disability
• (i) Impersonation – Misrepresent identity, impersonate others, or falsify authorization;
• (j) Competitive Benchmarking – Use the Products to benchmark performance against Silverile or competing products for public disclosure;
• (k) Harassment – Target individuals with threats, harassment, or intimidation;
• (l) Spam & Phishing – Send unsolicited bulk communications, phishing emails, or social engineering attacks;
• (m) Data Harvesting – Collect or aggregate personal data without consent for purposes unrelated to the Products;
• (n) Circumventing Restrictions – Attempt to bypass usage limits, access controls, or licensing restrictions.

4.2 Monitoring & Enforcement

Silverile may monitor usage metadata, system activity, and access patterns to detect violations, security threats, or abuse. Silverile does not review Customer Data except as required for security investigations, legal compliance, support requests, or as otherwise permitted under this Agreement. Upon discovery of a violation, Silverile may:

• (a) Immediately suspend access to the violating Account without liability;
• (b) Require removal of prohibited content;
• (c) Terminate this Agreement without refund;
• (d) Report the violation to law enforcement if legally required or appropriate;
• (e) Pursue legal remedies available under law.

4.3 Third-Party Reports

If a third party reports a violation, Silverile will notify Customer and allow a reasonable opportunity to respond before taking action. Repeated or severe violations may result in immediate suspension.

5. CUSTOMER DATA & OWNERSHIP

5.1 Customer Data Rights

Customer retains all ownership rights to Customer Data. Silverile does not claim any ownership of Customer Data. For purposes of this Agreement, prompts, inputs, instructions, and contextual information submitted to AI-powered features (including StoryCraft-AI) constitute Customer Data.

5.2 Silverile's Use of Customer Data

By using the Products, Customer grants Silverile the right to:

• (a) Store & Process – Store Customer Data on secure servers and process it to provide the Products;
• (b) Aggregation & Analytics – Analyze anonymized and aggregated usage patterns, including anonymized AI feature usage, to operate, maintain, and improve the Products and AI-powered features. Such analysis does not include the use of identifiable Customer Data, prompts, or AI-generated outputs to train models specific to a Customer. Any anonymization performed by Silverile is designed to be irreversible and non-attributable, such that the data cannot reasonably be used to identify Customer, any individual user, or Customer-specific content;
• (c) Backup & Recovery – Back up Customer Data for disaster recovery and business continuity;
• (d) Security & Compliance – Access Customer Data when required for security investigations, legal compliance, or law enforcement requests;
• (e) Sub-processors – Share Customer Data with third-party vendors (e.g., AWS, Stripe) as necessary to provide the Products, subject to the Data Processing Addendum.

5.3 Customer Data Restrictions

Customer shall not store, upload, or process:

• (a) Sensitive personal data (government ID numbers, biometric data, financial account details) without explicit consent and appropriate safeguards;
• (b) Data subject to sector-specific regulations (HIPAA healthcare data, PCI payment card data) unless Silverile has signed a Business Associate Agreement or Data Processing Addendum;
• (c) Data of minors without parental consent;
• (d) Trade secrets or highly confidential information without encryption or additional protective measures.

5.4 Data Access & Export

Customer may access, download, and export Customer Data from the Products at any time via the export functions provided. Silverile will provide exported data in commonly used formats (CSV, JSON, etc.).

5.5 Data Retention & Deletion

• (a) During the Billing Period: Silverile will store Customer Data as long as this Agreement remains active.
• (b) Upon Termination: After termination or expiration of this Agreement, Silverile will:
  • Delete or anonymize Customer Data within 30 days, except where required to retain for legal compliance (e.g., tax, audit);
  • Provide Customer the opportunity to download/export Customer Data within 30 days;
  • Provide retention timelines in the Product-Specific Terms.
• (c) Backups: Automated backups may retain Customer Data for up to 90 days post-deletion for disaster recovery purposes.

6. CONFIDENTIAL INFORMATION

6.1 Definition & Protection

Each party may disclose Confidential Information to the other. The receiving party agrees to:

• (a) Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care;
• (b) Limit access to employees, contractors, and sub-processors who have a need to know;
• (c) Not disclose Confidential Information to third parties without prior written consent, except as required by law;
• (d) Return or destroy Confidential Information upon request or termination of this Agreement.

6.2 Exclusions

Confidential Information does not include information that:

• (a) Is or becomes publicly available through no fault of the receiving party;
• (b) Was lawfully possessed by the receiving party before disclosure;
• (c) Is independently developed without reference to Confidential Information;
• (d) Is received from a third party without confidentiality obligations;
• (e) Is required to be disclosed by law or court order, provided the receiving party gives prompt notice to allow the disclosing party to seek protective measures.

6.3 Return or Destruction

Upon termination, each party will return or certify destruction of the other party's Confidential Information, except that one copy may be retained in legal archives for compliance purposes.

7. WARRANTY & DISCLAIMERS

7.1 Limited Warranty

Silverile warrants that:

• (a) The Products will operate substantially in accordance with the Documentation;
• (b) The Products will not knowingly contain malware, viruses, or malicious code;
• (c) Silverile has the right to license the Products to Customer;
• (d) Access to the Products will be available according to the SLAs specified in the Product-Specific Terms (for paid tiers).

7.2 Warranty Limitations

The foregoing warranties apply only if:

• (a) Customer has not modified the Products;
• (b) Customer has not combined the Products with third-party software or services not authorized by Silverile;
• (c) Violations are not caused by Customer Data, Customer's use, or external factors beyond Silverile's control.

7.3 Disclaimer for AI Features

SILVERILE AI FEATURES ARE PROVIDED "AS-IS" WITHOUT WARRANTY. Specifically:

• (a) StoryCraft-AI outputs may be incomplete, inaccurate, biased, or not suitable for production use;
• (b) Silverile does not warrant the accuracy, completeness, or safety of AI-generated content;
• (c) Customer is responsible for reviewing and validating all AI outputs before reliance;
• (d) Silverile is not liable for errors, omissions, or harm resulting from AI output use;
• (e) For detailed AI warranty disclaimers, see the Silverile AI Terms;
• (f) Subject to this Agreement, Customer may use, reproduce, modify, distribute, and commercialize AI-generated outputs as Customer’s content.

7.4 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, SILVERILE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. SILVERILE DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. SILVERILE DOES NOT WARRANT THAT THE PRODUCTS WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR HARMFUL CODE.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Limitation of Liability

EXCEPT FOR (i) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, OR (ii) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, SILVERILE'S TOTAL LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF:

• (a) The total Fees paid or payable by Customer in the 12 months preceding the claim, or
• (b) USD $1,000,000 (one million dollars)

This cap applies to all claims, whether based on contract, tort, negligence, strict liability, or any other legal theory.

8.2 Excluded Damages

IN NO EVENT SHALL SILVERILE BE LIABLE FOR:

• (a) Indirect, incidental, special, consequential, or punitive damages;
• (b) Loss of revenue, profits, business opportunity, or anticipated savings;
• (c) Loss of data, content, or Customer Data (except where caused by Silverile's gross negligence);
• (d) Reputational harm or third-party claims;
• (e) Any damages arising from Customer's misuse, modification, or combination of the Products with unauthorized services.

This exclusion applies even if Silverile has been advised of the possibility of such damages.

8.3 Exceptions to Limitation

The limitations in Section 8.1 and 8.2 do not apply to:

• (a) Customer’s indemnification obligations under Section 8.5;
• (b) A party’s willful misconduct or fraud;
• (c) Liability that cannot be limited under applicable law.

8.4 Silverile's Indemnification

Silverile will defend Customer from third-party claims that the Products, as provided by Silverile and used in accordance with the Documentation, infringe a patent, copyright, or trademark of a third party. Silverile will pay damages awarded in a final judgment or negotiated settlement, provided Customer:

• (a) Promptly notifies Silverile of the claim;
• (b) Grants Silverile sole control of the defense and settlement;
• (c) Provides reasonable cooperation at Silverile's expense.

If the Products become subject to an infringement claim, Silverile may (at its option):

• (i) Obtain the right for Customer to continue using the Products;
• (ii) Modify the Products to make them non-infringing;
• (iii) Replace the Products with non-infringing alternatives;
• (iv) If none of the above are commercially reasonable, terminate this Agreement and refund prepaid Fees on a prorated basis.

For clarity, Silverile’s indemnification obligations do not apply to claims arising from Customer Data, AI-generated outputs, prompts, instructions, or other content generated or derived from AI-powered features, including StoryCraft-AI.

8.5 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Silverile from third-party claims, damages, and costs (including attorneys' fees) arising from:

• (a) Customer Data and its infringement of third-party rights;
• (b) Customer's violation of this Agreement or applicable law;
• (c) Customer's misuse of the Products or combination with unauthorized services;
• (d) Secondary Users' violation of this Agreement;
• (e) Customer's violation of third-party rights in providing data to Silverile.

8.6 Indemnification Procedures

The indemnified party must:

• (a) Promptly notify the indemnifying party of the claim;
• (b) Grant the indemnifying party sole control of defense and settlement;
• (c) Provide reasonable cooperation at the indemnifying party's expense.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Silverile IP

Silverile retains all ownership rights to:

• (a) The Products, including all software, code, algorithms, and features;
• (b) Documentation, training materials, and support resources;
• (c) Improvements, derivatives, and modifications to the Products;
• (d) Any feedback, suggestions, or ideas Customer provides about the Products;
• (e) Pre-existing third-party software, libraries, and open-source components.

License to Customer is limited to the use rights granted in Section 3.1.

9.2 Customer IP

Customer retains all ownership rights to Customer Data. Silverile does not claim ownership of Customer Data.

9.3 Feedback

Customer grants Silverile a royalty-free, worldwide, perpetual, irrevocable license to use any feedback, suggestions, or ideas Customer provides about the Products, including for development of new features or products.

9.4 Attribution & Trademark Use

Customer may not use Silverile's name, logo, or trademarks without prior written permission. Silverile may list Customer as a user of the Products in marketing materials unless Customer opts out in writing.

9.5 Open Source

The Products may contain open-source software subject to open-source licenses (GPL, MIT, Apache, etc.). A list of open-source components and their licenses is available at silverile.com/legal/open-source.

10. PAYMENT & BILLING

10.1 Fees & Billing

Customer will pay Silverile the Fees specified in the Order Form. Fees are exclusive of applicable sales tax, VAT, or other government taxes, which Customer is responsible for paying or reimbursing to Silverile.

10.2 Billing Cycle & Payment Terms

• (a) Monthly Billing: Fees are billed monthly on the anniversary of the Billing Period start date. Payment is due within 30 days of invoice.
• (b) Annual Billing: Fees are billed annually in advance for the entire year. A discount (typically 10-15%) applies to annual subscriptions.
• (c) Payment Methods: Silverile accepts credit cards, ACH transfers, wire transfers, and purchase orders (for enterprise customers). Silverile may use a third-party payment processor (Stripe, etc.) to process payments.

10.3 Price Changes

Silverile may increase Fees on 30 days' written notice. The new Fees will apply at the next Billing Period start date. If Customer does not agree to the price increase, Customer may terminate without penalty by providing notice before the new Fees take effect.

10.4 Late Payment

If Customer's payment is overdue by more than 15 days, Silverile may:

• (a) Charge interest at 1.5% per month or the maximum legal rate, whichever is less;
• (b) Suspend access to the Account until payment is received;
• (c) Terminate this Agreement if payment remains overdue for 30 days.

10.5 Refund Policy & Trial Periods

• (a) 30-Day Money-Back Guarantee: If Customer is unsatisfied with the Products within 30 days of purchase, Customer may request a full refund of Fees paid, provided Customer provides written notice to legal@silverile.com.
• (b) Trial Periods: Silverile may offer free trial periods (typically 14-30 days) to evaluate the Products. At the end of the trial, Customer's Account will be converted to a paid subscription unless Customer cancels. No refund is provided for trial periods.
• (c) No Refund for Cancellation: Except for the 30-day guarantee, Fees are non-refundable. Upon cancellation, Customer is responsible for Fees through the end of the current Billing Period.
• (d) Usage-Based Fees: If Customer incurs overage charges (usage beyond the included limits), such charges are not refundable.

10.6 Invoicing & Payment Disputes

Silverile will issue invoices via email or within the Products. Customer must notify Silverile of billing errors within 30 days of invoice. Undisputed amounts must be paid on the due date regardless of any dispute.

10.7 Taxes

Customer is responsible for all applicable sales tax, VAT, excise tax, or other government taxes on the Fees. If Customer provides a valid tax-exempt certificate, Silverile may waive sales tax. If Silverile is obligated to collect or pay taxes on behalf of Customer, Customer will reimburse Silverile for such taxes.

11. TERM & TERMINATION

11.1 Term

This Agreement begins on the date Customer first accesses the Products and continues for the Billing Period specified in the Order Form (monthly, annual, or as agreed). Upon expiration, this Agreement automatically renews for successive Billing Periods unless either party provides written notice of non-renewal at least 30 days before the end of the current Billing Period.

11.2 Termination for Convenience

Customer may terminate this Agreement at any time by providing 30 days' written notice to legal@silverile.com or via the Account settings. Upon termination:

• (a) Customer's access to the Products will cease at the end of the 30-day notice period;
• (b) Fees are non-refundable for the current Billing Period;
• (c) Customer may download/export Customer Data during the 30-day notice period;
• (d) Silverile will delete Customer Data within 30 days of termination (except where retention is legally required).

11.3 Termination for Breach

If either party materially breaches this Agreement and fails to cure the breach within 30 days of written notice, the non-breaching party may terminate immediately by providing written notice. Material breaches include:

• (a) By Customer: Non-payment of Fees; violation of Section 4 (Prohibited Activities); infringement of Silverile's IP rights; unauthorized access or use.
• (b) By Silverile: Failure to provide the Products as specified in the Product-Specific Terms; gross negligence or willful misconduct; breach of confidentiality.

11.4 Termination for Convenience by Silverile

Silverile may terminate this Agreement for convenience with 60 days' written notice, provided Silverile refunds Customer for any prepaid Fees corresponding to the period after termination.

11.5 Suspension

Silverile may immediately suspend Customer's access to the Products without terminating the Agreement if:

• (a) Customer violates Section 4 (Prohibited Activities);
• (b) Customer's Fees are overdue by more than 15 days;
• (c) Silverile has reasonable grounds to believe Customer is using the Products unlawfully;
• (d) A Force Majeure Event prevents service delivery.

Suspension will be lifted within 24 hours of cure (e.g., payment received, violation corrected).

11.6 Effect of Termination

Upon termination or expiration:

• (a) All licenses granted under Section 3 immediately terminate;
• (b) Customer's right to access the Products ceases;
• (c) Silverile may delete or anonymize Customer Data after 30 days (backups may be retained for up to 90 days);
• (d) Sections 5, 6, 7, 8, 9, and 14 survive termination;
• (e) All accrued Fees and payment obligations remain due.

11.7 Survival

The following sections survive termination or expiration of this Agreement: 5 (Customer Data), 6 (Confidential Information), 7 (Warranty & Disclaimers), 8 (Limitation of Liability), 9 (IP Rights), and 14 (General Provisions).

12. DATA PROTECTION & COMPLIANCE

12.1 Data Processing

Where Silverile processes personal data on Customer's behalf, the Data Processing Addendum (available at silverile.com/legal/dpa) applies and supplements this Agreement. In the event of conflict, the DPA takes precedence for data processing matters.

12.2 Privacy Policy

Silverile's Privacy Policy (available at silverile.com/legal/privacy-policy) describes how Silverile collects, uses, and protects personal information. By using the Products, Customer consents to the practices described in the Privacy Policy.

12.3 Compliance Certifications

Silverile maintains the following compliance certifications (subject to annual renewal):

• (a) SOC 2 Type II (security, availability, processing integrity)
• (b) GDPR compliance (EU data protection)
• (c) DPDP Act compliance (India data protection) [where applicable]
• (d) CCPA/CPRA compliance (California consumer privacy) [where applicable]

Customers may request audit reports or certifications at legal@silverile.com.

12.4 Regulatory Compliance

Customer is responsible for ensuring its use of the Products complies with all applicable laws and regulations, including:

• (a) Data protection laws (GDPR, DPDP Act, CCPA);
• (b) Industry-specific regulations (HIPAA, FINRA, PCI DSS);
• (c) Export control and sanctions laws (OFAC, EAR, ITAR);
• (d) Anti-corruption and anti-money-laundering laws (FCPA, MLRO).

Silverile does not warrant compliance with any particular regulation unless a specific compliance agreement (e.g., BAA for HIPAA) has been signed.

12.5 Data Breach Notification

If Silverile discovers a breach of Customer Data security, Silverile will notify Customer of the breach within 72 hours (or as required by law) and provide:

• (a) A description of the personal data involved;
• (b) Likely consequences of the breach;
• (c) Measures taken or proposed to address the breach;
• (d) Contact information for Silverile's breach response team.

Silverile will cooperate with Customer to investigate and remediate the breach.

13. GOVERNING LAW & DISPUTE RESOLUTION

13.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. The exclusive jurisdiction and venue for any dispute shall be the federal or state courts located in the State of Delaware.

13.2 Arbitration

If Silverile and Customer mutually agree in writing, or if specified in an applicable Order Form, any dispute arising out of or in connection with this Agreement (other than claims for injunctive relief or intellectual property infringement) shall be resolved by binding arbitration administered by JAMS or AAA under their Commercial Arbitration Rules. Arbitration shall take place in Wilmington, Delaware, with one arbitrator selected by mutual agreement. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Informal Resolution

Before pursuing arbitration or litigation, the parties agree to attempt to resolve the dispute through good-faith negotiation between senior executives. Either party may escalate to an executive in the other organization to discuss resolution.

13.4 Injunctive Relief

Notwithstanding Section 13.2, either party may seek injunctive or equitable relief in court to prevent irreparable harm (e.g., unauthorized access to confidential information or IP infringement).

13.5 Attorneys' Fees & Costs

Except in arbitration, the prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and court costs from the non-prevailing party. In arbitration, the arbitrator may award attorneys' fees as permitted by law.

13.6 Waiver of Class Actions

Each party waives any right to bring a class action, consolidated action, or representative action against the other. All claims must be brought in an individual capacity.

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement (including the Product-Specific Terms, DPA, Privacy Policy, and other referenced documents) constitutes the entire agreement between the parties and supersedes all prior negotiation, representation, and agreement, whether oral or written. No prior course of dealing, trade practice, or prior course of performance is evidence of a modification of this Agreement.

14.2 Amendments & Modifications

Silverile may amend this Agreement, the Product-Specific Terms, or other policies at any time. Changes will be effective 30 days after posting on silverile.com/legal or after notice to Customer via email. If Customer does not agree with the amendment, Customer may terminate this Agreement within the 30-day notice period without penalty. Continued use of the Products after the effective date constitutes acceptance of the amended terms.

14.3 Waiver

No waiver of any provision of this Agreement is effective unless made in writing by the waiving party. Waiver of a breach does not constitute waiver of any other or subsequent breach.

14.4 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remainder of this Agreement continues in effect.

14.5 Assignment

Customer may not assign this Agreement without Silverile's prior written consent. Silverile may assign this Agreement to an affiliate or in connection with a merger, acquisition, or asset sale, provided the assignee assumes Silverile's obligations and Customer is notified. Any attempted assignment in violation of this section is void.

14.6 Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one agreement. Electronic signatures (including DocuSign, Adobe Sign) are deemed valid and enforceable.

14.7 Notices

Any notice required under this Agreement must be in writing and delivered by:

• (a) Email to the other party's designated email (legal@silverile.com for Silverile; the email on file for Customer);
• (b) Certified mail, postage prepaid, to the other party's address;
• (c) Hand delivery to the other party's address.

Notice is effective upon receipt (email) or 3 business days after mailing (certified mail).

14.8 Relationship of Parties

No partnership, joint venture, or agency relationship is created by this Agreement. Neither party is an agent of the other and has no authority to bind or commit the other without prior written consent.

14.9 Third-Party Beneficiaries

This Agreement is solely for the benefit of Silverile and Customer and their respective successors and assigns. No third party has any rights under this Agreement.

14.10 Force Majeure

Neither party is liable for failure to perform under this Agreement due to Force Majeure Events, provided the affected party:

• (a) Promptly notifies the other party of the event;
• (b) Uses commercially reasonable efforts to mitigate the impact;
• (c) Resumes performance as soon as practicable.

If a Force Majeure Event prevents Silverile from providing the Products for more than 30 consecutive days, Customer may terminate without penalty and receive a prorated refund.

14.11 Export Compliance

The Products are subject to US export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer shall not export or re-export the Products (or any information derived from the Products) to prohibited countries or entities.

14.12 Interpretation

Section headings are for convenience only and do not affect interpretation. Use of "including" means "including without limitation." Use of "may" indicates discretion; "shall" indicates a mandatory obligation.

15. EFFECTIVE DATES & CHANGES

15.1 Effective Date

This Agreement is effective as of January 2, 2026, and supersedes all previous Silverile Customer Agreements.

15.2 Version History

Previous versions of this Agreement are archived at silverile.com/legal/archives for reference. Prior versions apply only to the extent expressly agreed in writing by Silverile. Continued use of the Products is governed by the then-current version of this Agreement.

15.3 Schedule of Changes

Silverile publishes a schedule of material changes to this Agreement, Product-Specific Terms, and other policies on silverile.com/legal. Customers can subscribe to email notifications of legal updates at silverile.com/legal/subscribe.

15.4 Regional Amendments

For customers in specific regions, the following amendments apply and supplement this Agreement:

• (a) EU/EEA Customers: GDPR compliance obligations; Standard Contractual Clauses in the DPA; EU data subject rights in the Privacy Policy.
• (b) UK Customers: UK GDPR compliance; UK data subject rights; UK data protection terms in the DPA.
• (c) India Customers: DPDP Act compliance; Data principal rights; Grievance Officer contact in the Privacy Policy.
• (d) US Government Customers (if applicable): Federal Acquisition Regulation (FAR) compliance applies only where expressly agreed in a written Government Amendment executed by Silverile.

By using Silverile Products, you acknowledge having read, understood, and agreed to this Customer Agreement.

Last Updated: January 2, 2026