End User License Agreement

Effective date: March 10, 2026

This End User License Agreement ("Agreement") is a legal agreement between you ("User", "End User", or "you") and Main Beach Advisors ("Company", "we", "us", or "our"), the developer and operator of the Sapience platform accessible at app.sapiencecloud.ai and via the Sapience desktop application (collectively, the "Software"). This Agreement governs your access to and use of the Software and all related services, whether you access the Software directly or through an authorised reseller.

Where you have obtained access to the Software through an authorised reseller, you may be subject to additional terms agreed between you and that reseller. In the event of any conflict between this Agreement and such reseller terms, this Agreement shall prevail with respect to your use of the Software.

1. Grant of License

Subject to your compliance with the terms of this Agreement and timely payment of any applicable subscription fees (whether paid directly to the Company or through an authorised reseller), the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your own internal business or personal purposes.

The Software is provided on a hosted basis and will be made available for you to connect to via the internet in accordance with the terms of this Agreement. You do not have any right to a copy of the software to install on your own systems or servers. The Software is not intended to be used as a data storage or back-up service and any use of the Software in this manner will be at your own risk.

This license does not include the right to:

• Sublicense, resell, transfer, or otherwise make the Software available to any third party
• Use the Software on behalf of third parties as a service bureau or managed service without a separate written agreement with the Company
• Modify, adapt, or create derivative works based on the Software
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software

2. Account Registration and Security

To access the Software, you must create an account and provide accurate, complete, and current information. You are solely responsible for:

• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account, whether authorized by you or not
• Notifying us promptly at [email protected] if you suspect unauthorized access to your account

You may not share your account credentials with any other person. Each individual user must have their own account. No account may be shared between two or more individuals. The Company reserves the right to suspend or terminate accounts that appear to be shared or used in violation of this Agreement.

Users must select secure passwords in accordance with recommended best practice. You shall be strictly liable for any failure to comply with the account security obligations in this section, whether or not you consented to or were aware of such misuse.

If any individual ceases to be eligible to access the Software (for example, as a result of leaving your employment), you shall immediately disable that individual's account.

You shall promptly notify the Company if you suspect that: (a) you have breached this Agreement; (b) a user (or a person using a user's access credentials) may have failed to comply with the acceptable use terms in Section 3; or (c) any user's access credentials may have been compromised.

3. Acceptable Use

You agree to use the Software only for lawful purposes and in accordance with this Agreement. You must not:

• Use the Software in any way that violates applicable local, national, or international law or regulation
• Upload, transmit, or store content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to any part of the Software or its related systems or networks
• Use automated scripts, bots, scrapers, or crawlers to extract data from the Software beyond normal use
• Interfere with or disrupt the integrity or performance of the Software or the data contained therein
• Circumvent, disable, or otherwise interfere with security-related features of the Software
• Use the Software to transmit unsolicited commercial communications (spam)
• Impersonate any person or entity or misrepresent your affiliation with a person or entity
• Use the Software to develop a competing product or service

4. Suspension

Without prejudice to its other rights or remedies, the Company shall be entitled to suspend access to the Software (or any part thereof) for any or all users at any time without liability to you, immediately and without prior notice, if it reasonably believes:

• (a) that the acts or omissions of a user have caused or are likely to cause a breach of this Agreement in a manner that would result in damage to the security, integrity, or operability of the Software;
• (b) that a user account has been used by multiple people in violation of Section 2;
• (c) that you are not eligible to use the Software;
• (d) continued access may prejudice the security, integrity, or operability of the Software, cause harm to another client or third party, or give rise to a claim against the Company;
• (e) you or your users have transmitted, uploaded, or downloaded any content which contravenes the acceptable use terms in Section 3; or
• (f) you are otherwise in breach of this Agreement and fail to promptly remedy that breach within 14 days of receipt of a written notice from the Company requiring you to do so.

Promptly following such suspension, the Company shall notify you of the suspension, the reason for it, and the steps you can take to end the suspension.

5. AI Features and Outputs

The Software includes artificial intelligence and machine learning features, including AI-generated responses, summaries, analyses, and recommendations ("AI Outputs"). You acknowledge and agree that:

• AI Outputs are not guaranteed to be accurate, complete, or current. You are solely responsible for evaluating the accuracy of any AI Output before relying on it for any purpose.
• AI Outputs do not constitute professional advice (legal, financial, medical, or otherwise). Always consult a qualified professional for such matters.
• The Company makes no warranty that AI Outputs will meet your specific requirements or be fit for any particular purpose.
• You are responsible for all decisions made based on AI Outputs generated through your use of the Software.
• AI features may use third-party AI providers (including but not limited to OpenAI). Your use of AI features is also subject to those providers' usage policies.

6. User Content

You retain ownership of all documents, files, data, and other content you upload or create within the Software ("User Content"). By uploading User Content, you grant the Company a non-exclusive, royalty-free license to store, process, and transmit your User Content solely as necessary to provide the Software to you.

You represent and warrant that:

• You own or have the necessary rights to upload and use your User Content within the Software
• Your User Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party
• Your User Content complies with all applicable laws and this Agreement

The Company does not use your User Content to train AI models without your explicit consent. Your User Content is processed only to deliver the features and services you have requested.

7. Intellectual Property

The Software, including its design, code, features, user interface, documentation, and all underlying technology, is the exclusive property of Main Beach Advisors and its licensors. All rights not expressly granted in this Agreement are reserved by the Company.

The Sapience name, logo, and all related marks are trademarks of Main Beach Advisors. Nothing in this Agreement grants you any right to use our trademarks, trade names, service marks, or product names without our prior written consent.

Where the Company becomes aware of any claim or potential claim that the Software or its documentation infringes any intellectual property rights of any third party, the Company may at its option:

• (a) suspend access to the affected part of the Software or withdraw the relevant documentation;
• (b) modify the affected Software or documentation to remedy the infringement;
• (c) obtain (at its own cost) the right for you to continue using the affected Software or documentation; and/or
• (d) terminate your right to access the affected part of the Software.

8. Subscription, Fees, and Payment

Access to certain features of the Software requires a paid subscription. By subscribing (whether directly or through an authorised reseller), you agree to pay all applicable fees as described at the time of purchase. Unless otherwise stated:

• Subscriptions automatically renew at the end of each billing period unless cancelled prior to the renewal date
• Fees are non-refundable except where required by law or expressly stated in a separate refund policy
• The Company reserves the right to change subscription pricing with reasonable prior notice
• Failure to pay fees may result in suspension or termination of your access to the Software

9. Changes to the Software

The Company may from time to time make changes to the Software, including to improve functionality or usability, add new features, remove features it reasonably considers to be obsolete, fix errors, improve stability, or address feedback received from clients. The Company shall endeavour to minimise any disruption caused as a result of the implementation of such changes and shall provide reasonable notice of any major version upgrades but does not guarantee or warrant this.

10. Privacy and Data Protection

Your use of the Software is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Software, you consent to the collection and use of your information as described in the Privacy Policy.

10.1 Where the processing of personal data is subject to the General Data Protection Regulation (GDPR), the Data Protection Act 2018, or any other applicable data protection legislation (together, "Data Protection Legislation"), each party agrees to comply with its obligations under the applicable Data Protection Legislation.

10.2 The Company shall process your personal data only for the purposes of providing the Software and performing its obligations under this Agreement, and in accordance with applicable Data Protection Legislation.

10.3 The Company shall ensure that any processing of personal data is undertaken only by persons authorised to process such data who are subject to a duty of confidence.

10.4 You warrant that all personal data provided to the Company has been lawfully obtained and retained in accordance with applicable Data Protection Legislation.

10.5 Where you upload personal data to the Software, the Company shall be the processor and you shall be the controller (as those terms are defined under applicable Data Protection Legislation).

10.6 The Company may appoint sub-processors from time to time, provided that the Company shall notify you of any intended changes concerning the addition or replacement of sub-processors and shall impose upon any sub-processor obligations no less protective than those set out in this Section 10.

11. Confidentiality

Each party undertakes to keep the other party's confidential information confidential and shall not use such information for any purpose other than to exercise its rights and perform its obligations under this Agreement, or disclose such information to any third party, except: (a) as permitted by this Agreement; (b) with the disclosing party's prior written consent; or (c) as required by law, provided that the obliged party shall (subject to legal obligation) provide the other party with reasonable prior written notice of its intention to make the disclosure.

This clause shall not apply to any information that the receiving party can demonstrate: (i) is in the public domain other than as a result of a breach of this Agreement; (ii) was lawfully received from a third party not under an obligation of confidentiality; or (iii) was developed independently of and without reference to the other party's confidential information.

12. Third-Party Services and Integrations

The Software may integrate with or provide access to third-party services, APIs, or content. These third-party services are subject to their own terms and privacy policies. The Company is not responsible for the availability, accuracy, or practices of any third-party service. Your use of third-party services through the Software is entirely at your own risk.

13. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

The Company does not warrant that: (a) the Software will meet your requirements; (b) the Software will be uninterrupted, timely, secure, or error-free; (c) any errors in the Software will be corrected; or (d) the results obtained from use of the Software will be accurate or reliable.

You acknowledge and accept that you have not relied upon any representation, undertaking, or promise except as set out in this Agreement and that the Software is provided "as is".

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, WASTED MANAGEMENT TIME, INJURY TO REPUTATION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU (WHETHER DIRECTLY OR THROUGH AN AUTHORISED RESELLER) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100).

Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other loss or damage the exclusion or limitation of which is prohibited by applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Software; (b) your User Content; (c) your violation of this Agreement; (d) your violation of any rights of a third party; or (e) any breach of the acceptable use terms in Section 3 by any user under your account.

16. Term and Termination

This Agreement is effective from the date you first access or use the Software and continues until terminated. Either party may terminate this Agreement at any time:

• You may terminate by closing your account and ceasing all use of the Software.
• The Company may terminate or suspend your access immediately, without prior notice or liability, if you breach any term of this Agreement or if the Company decides to discontinue the Software.

The Company shall also be entitled to immediately terminate your right to access the Software if:

• (a) an authorised reseller through which you obtained access notifies the Company that your subscription has terminated;
• (b) you experience a change of control;
• (c) you make an arrangement with or enter into a compromise with your creditors, become the subject of a voluntary arrangement, receivership, administration, liquidation, or winding up, are unable to pay your debts, or otherwise become insolvent; or
• (d) the Company reasonably apprehends that any of the events specified in (b) or (c) is about to occur and notifies you accordingly.

Upon termination, all licenses granted under this Agreement will immediately cease. You shall not (and shall ensure that your users do not) make any further attempt to access the Software. Sections that by their nature should survive termination (including Sections 7, 11, 13, 14, 15, and 18) will survive.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction. You agree that any arbitration or legal proceeding will be conducted on an individual basis and not as a class action.

18. Changes to This Agreement

The Company reserves the right to modify this Agreement at any time. When we make material changes, we will provide at least 30 days' written notice by updating the "Effective date" at the top of this page and, where appropriate, notifying you by email or via a notice within the Software. Your continued use of the Software after the effective date of any changes constitutes your acceptance of the revised Agreement. If you do not agree to the revised terms, you must stop using the Software.

19. General Provisions

• Entire Agreement: This Agreement, together with the Privacy Policy and any applicable subscription order, constitutes the entire agreement between you and the Company with respect to the Software and supersedes all prior agreements. Where you have obtained access through an authorised reseller, any additional terms between you and that reseller are supplementary to (and do not replace) this Agreement.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: The Company's failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
• Assignment: You may not assign or transfer your rights under this Agreement without the Company's prior written consent. The Company may freely assign this Agreement.
• Force Majeure: The Company shall not be liable for any failure or delay resulting from causes beyond its reasonable control, including (without limitation) acts of God, civil commotion, terrorist attack or threat thereof, war or threat of war, fire, malicious damage, epidemic or pandemic, natural disaster or adverse weather conditions, strikes, lock-outs, industrial action, impossibility of connection to public or private telecommunications networks, interruption or failure of utility services, malicious activity against the Company's computer systems, illegal or unlawful actions of third parties, acts or omissions of other clients and/or their users, non-performance by suppliers or subcontractors, internet outages, or the acts, decrees, legislation, regulations, policies, or restrictions of any government or public authority. Where such an event affects the Software, you accept that access to the Software may be unavailable or restricted for the duration of the event.
• Third Party Rights: Nothing in this Agreement shall confer any rights upon any person other than you and the Company.
• Notices: Notices to the Company must be sent in writing to [email protected]. Notices to you will be sent to the email address associated with your account.

20. Contact Us

If you have any questions about this Agreement, please contact us at:

Sapience (a product of Main Beach Advisors)
Email: [email protected]
Website: www.sapiencecloud.ai