Upon creation of a MelMat account, and before gaining any access to the Platform, each User and each End User will be presented with a mandatory First-Login Acceptance Screen requiring affirmative action on the following six checkboxes:

The screen additionally displays the full Agreement text, the date and version number, an "I AGREE & ENTER MELMAT" button disabled until all six boxes are checked, and a plain-English summary: "Before you proceed: MelMat uses artificial intelligence to synthesize research. AI can make mistakes. You remain fully responsible for how you use any outputs."

In compliance with the E-SIGN Act (15 U.S.C. § 7001), UETA (§ 668.50, Fla. Stat.), and best practices established in Feldman v. Google, Inc., 513 F. Supp. 2d 229 (E.D. Pa. 2007), Company shall maintain electronically stored records of each acceptance event, capturing:

• The full legal name and email address of the accepting individual
• The IP address and device fingerprint at time of acceptance
• The exact date and timestamp (UTC) of acceptance
• The version number and hash of the Agreement accepted
• A record confirming that all six checkboxes were individually checked prior to submission

These records shall be retained for a minimum of seven (7) years from the date of acceptance or for the duration of any pending legal proceedings, whichever is longer.

If Company makes material changes to this Agreement, Users will be required to complete a new acceptance event before their next login. Pre-checked boxes and passive notice are not permitted. "Material changes" include changes to: AI Output disclaimer scope, data processing practices, liability limitations, arbitration provisions, or pricing terms.

By accepting this Agreement, you represent and warrant that you are at least eighteen (18) years of age. The Platform is not intended for and may not be accessed or used by anyone under 18. Company does not knowingly collect data from or provide services to minors. If Company becomes aware that an account has been created by a person under 18, Company will terminate that account and delete associated data.

By accepting this Agreement, you further represent and warrant that (a) you have the legal authority to bind your organization to this Agreement; and (b) your use of the Platform is lawful in your jurisdiction.

• AI Outputs are generated probabilistically and may contain factual errors, hallucinations, omissions, outdated information, misattributions, or logical inaccuracies
• Confidence scores and percentage indicators are probabilistic estimates, not guarantees of correctness
• The same query submitted at different times or under different model versions may yield materially different results
• AI Outputs are research tools only and do not constitute legal, financial, tax, investment, medical, or other regulated professional guidance
• MelMat does not verify, fact-check, or independently confirm the accuracy of AI Outputs

• Reviewing, independently verifying, and exercising professional judgment before relying on any AI Output
• Any client-facing deliverable, report, filing, or advice that incorporates AI Output
• Determining whether any AI Output is accurate, complete, current, or appropriate for User's specific purpose
• Compliance with applicable professional standards, codes of ethics, licensing requirements, or regulatory obligations

Company represents that MelMat's AI capabilities are as described in official documentation and marketing materials. Company shall not make representations about AI accuracy or capability that materially overstate the Platform's actual performance.

This Section applies to licensed attorneys, CPAs, Registered Investment Advisers, Investment Adviser Representatives, insurance professionals, licensed consultants, and any entity that uses Platform outputs in delivering services to third-party clients.

• Professional duties to clients — including competence, diligence, loyalty, independent judgment, and confidentiality — are non-delegable and cannot be satisfied by use of the Platform
• Use of AI Output does not substitute for any obligation to conduct independent research, due diligence, or verification required by applicable professional standards
• No AI Output constitutes the practice of law, the rendering of legal advice, the provision of investment advice under the Investment Advisers Act of 1940, or the provision of tax advice within the meaning of Treasury Circular 230
• Professional Services Users are solely responsible for any client harm, regulatory sanction, malpractice claim, bar complaint, or disciplinary action arising from use of AI Output in client work

MelMat's standard limitation of liability provisions (Section 15) apply with full force in the professional services context. No implied warranty or duty of care shall arise from Company's provision of AI research synthesis tools to licensed professionals.

• Apply independent professional judgment to evaluate, verify, and confirm the accuracy and appropriateness of AI Output before use
• Not present AI Output to clients as independently verified, expert-reviewed, or authoritative without completing such review
• Maintain records of AI Output used in client work, including the date, version, query, and disposition of each Output

In processing Customer Data on behalf of User, Company acts as a "service provider" or "data processor" under: CCPA/CPRA (Cal. Civ. Code § 1798.100 et seq.); VCDPA (Va. Code § 59.1-575 et seq.); Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.); Texas TDPSA (Tex. Bus. & Com. Code § 541.001 et seq.); FIPA (§ 501.171, Fla. Stat.); and any other applicable state or federal privacy law. User is the "controller" or "business" with respect to Customer Data.

Briefs-only training (de-identified outputs): Company may use de-identified, anonymized synthesis outputs from research briefs — stripped of all User query content, uploaded documents, identifiers, and any personally identifiable information — to train and improve Company's proprietary synthesis engine. This permitted use applies only to research brief outputs and not to the underlying queries, source documents, or any chat content.

M² Chat and Dig Deeper data — never used for training: User's M² Chat conversations and Dig Deeper conversations are never used to train any machine learning model, large language model, or AI system, whether by Company or by any third-party provider. Chat content is processed solely to generate User responses and is stored solely to provide User's chat history feature. Chat content is deleted upon User's deletion of the chat or upon account termination, in accordance with Section 5.6.

Third-party AI providers: To deliver multi-engine synthesis, Company routes User queries to multiple third-party AI providers, which may include Anthropic, OpenAI, Google (via Vertex AI), Perplexity, Mistral, Fireworks AI, Together.ai, and xAI. None of these providers use Customer Data to train their AI models on the API tiers used by Company. Each provider may briefly retain inputs and outputs (typically up to thirty (30) days) for abuse monitoring, as required under their own service terms. Company makes no further representation regarding any individual provider's internal handling of data beyond the no-training commitment confirmed by each provider's API terms in effect as of the Effective Date.

• Inputting privileged attorney-client communications, work product, tax advice, MNPI, or other legally protected information into the Platform may constitute a waiver of applicable privilege or protection
• Company is not a party bound by attorney-client privilege, tax advisor privilege, or financial advisor fiduciary duty with respect to User's clients
• User is solely responsible for assessing privilege implications and obtaining client consent where required

For enterprise customers and any User who submits personal data of third parties, Company will make available a standard DPA upon written request to [email protected]. Users subject to GDPR obligations should request the DPA addendum containing Standard Contractual Clauses (SCCs).

• Encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent)
• Access controls limiting Customer Data access to authorized personnel on a need-to-know basis
• Incident response procedures consistent with FIPA's 30-day breach notification requirement (§ 501.171(3), Fla. Stat.)
• Annual security review and, upon request, SOC 2 Type II report or equivalent documentation

Customer Data is retained for the duration of User's active Subscription. Upon account termination or User's written request, Company will delete or return Customer Data within thirty (30) days, except as required to be retained by law or for pending legal proceedings.

• Protected Health Information (PHI) under HIPAA (45 C.F.R. § 160.103) without an executed Business Associate Agreement
• Payment card data subject to PCI-DSS
• Social Security Numbers, government-issued identification numbers, or financial account credentials
• Biometric data as defined under CCPA/CPRA or applicable state law
• Children's data subject to COPPA or any data relating to individuals under age 18

To operate, maintain, secure, troubleshoot, support, and quality-control the Platform, authorized Company personnel may access, review, and process Customer Data, including User queries and AI Outputs, on a need-to-know basis and subject to the confidentiality obligations of this Agreement. Such access is limited to these service-operation, support, and quality-control purposes. Nothing in this Section permits use of Customer Data to train, fine-tune, or improve any model except as expressly allowed under Section 5.2.

MelMat™, the Platform, all underlying AI models, software code, architecture, user interface elements, algorithms, APIs, and documentation are the exclusive intellectual property of Via Logixs LLC (trademark serial no. 99725992). User receives a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for internal business purposes during an active Subscription.

User retains all ownership rights in Customer Data. Company acquires no ownership interest in Customer Data by virtue of this Agreement.

Subject to User's compliance with this Agreement, User owns AI Outputs generated in response to their specific queries. User acknowledges that: (a) similar Outputs may be generated for other users; (b) Company does not warrant that AI Outputs are original or non-infringing; and (c) User assumes all responsibility for assessing intellectual property concerns before using AI Outputs commercially.

• Reverse engineer, decompile, or attempt to reconstruct the AI models underlying the Platform
• Use AI Outputs to create, train, fine-tune, or improve a competing AI product
• Reproduce, distribute, or resell access to the Platform without Company's prior written consent
• Remove, alter, or obscure any copyright, trademark, or proprietary notice on the Platform

The Platform is licensed for: AI-assisted research synthesis, document summarization, competitive intelligence research, regulatory monitoring, and related internal business research purposes.

• Submit privileged attorney-client communications or confidential client data without confirming appropriate consent or authority
• Use AI Outputs as the sole basis for any regulated professional advice without independent professional review
• Represent AI Outputs to clients or third parties as independently verified or authoritative without completing such review
• Circumvent the Platform's user review or approval workflows
• Generate content that infringes third-party intellectual property rights
• Attempt to prompt-inject, jailbreak, or manipulate the AI system to circumvent safety protocols
• Harvest, scrape, or systematically extract Platform content for competitive or commercial redistribution
• Share account credentials with unauthorized individuals
• Use the Platform for any purpose that violates applicable federal, state, or local law

• Upload client files containing MNPI that could create securities law liability
• Use the Platform in a manner that violates Model Rules of Professional Conduct, FINRA/SEC regulations, or applicable ethical rules
• Represent to clients that AI research satisfies the professional standard for independent due diligence without additional verification

Each Subscription Plan provides a defined monthly query allocation. Users agree to use the Platform in good faith and within the limits of their Subscription Plan. The following are expressly prohibited:

• Concurrent or simultaneous query submission across multiple browser sessions, devices, or tabs intended to bypass, race, or exceed the Subscription Plan's monthly query allocation
• Sharing of account credentials with any individual not authorized as an End User under the same Subscription
• Use of automated tools, scripts, or programmatic methods to submit queries beyond the rate or volume reasonably expected of single-user professional research
• Any pattern of usage demonstrably inconsistent with single-user professional research workflows

User acknowledges that the Platform performs periodic reconciliation of recorded usage against actual query records. Where discrepancies are detected, Company may correct usage records retroactively, and such audit findings shall be considered final for purposes of determining cap compliance.

• User is solely responsible for determining whether their use of the Platform complies with AI laws and regulations in their operating jurisdiction(s)
• As of the Effective Date, applicable AI laws may include: California AI Transparency Act (SB 942, effective January 2026), Colorado Artificial Intelligence Act (effective February 2026), Texas AI-related consumer protection provisions, and other state AI statutes
• Company reserves the right to limit, geo-fence, or modify Platform features on a jurisdictional basis to maintain its own regulatory compliance

If material changes to applicable AI, privacy, or data security law require modification of the Platform or this Agreement, Company will use commercially reasonable efforts to implement required changes within a reasonable timeframe.

User agrees not to make any representation that MelMat's AI Outputs are more accurate, more comprehensive, or more reliable than the Platform's actual documented capabilities.

Company performs periodic audits of Platform usage against each User's Subscription Plan allocation. Where reconciliation reveals usage exceeding the Subscription Plan cap due to concurrent execution, system error, or any other cause, Company reserves the right to: (a) correct the User's recorded usage to reflect actual consumption; (b) suspend Platform access pending resolution; (c) terminate the Subscription where a pattern of intentional cap circumvention is established under Section 7.4; or (d) require upgrade to a higher Subscription tier as a condition of continued access. Audit findings shall be conclusive absent manifest error.

User shall defend, indemnify, and hold harmless Company from and against any third-party claims arising out of or related to: (a) User's use of the Platform in violation of this Agreement; (b) User's use of AI Output in professional or client-facing work; (c) User's breach of any representation, warranty, or obligation herein; (d) any claim by User's clients arising from professional services that incorporated AI Output; or (e) User's violation of any applicable law or regulation.

Company shall defend, indemnify, and hold harmless User from third-party claims directly arising from: (a) Company's infringement of a third party's intellectual property rights in the Platform; or (b) Company's gross negligence or willful misconduct. Subject to: User providing prompt written notice; User granting Company sole control of the defense; and User cooperating fully.

Company represents and warrants that: (a) it has legal authority to enter into this Agreement; (b) the Platform does not, to Company's actual knowledge, infringe any third-party intellectual property rights; (c) Company will not misrepresent AI capabilities in marketing materials; and (d) Company will comply with applicable privacy law in processing Customer Data.

User represents and warrants that: (a) it has legal authority to enter into this Agreement; (b) all Customer Data submitted is owned by User or User has appropriate authorization; (c) User's use of the Platform will comply with applicable law; and (d) User is not subject to any legal restriction prohibiting use of AI research tools.

User may opt out of mandatory arbitration within thirty (30) days of first-login acceptance by sending written notice to [email protected] with the subject line "ARBITRATION OPT-OUT — [Company Name]."

Exempt from mandatory arbitration: (a) claims for injunctive or other equitable relief to prevent irreparable harm; (b) claims in small claims court; and (c) disputes arising solely from Company's collection of fees.

Before initiating formal dispute resolution, the parties agree to attempt good-faith informal resolution for thirty (30) days following written notice of the dispute to [email protected].

This Agreement, together with Company's Privacy Policy, the Data Processing Agreement (if executed), and any executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements regarding the Platform.

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

Failure to enforce any provision does not constitute a waiver of future enforcement of that provision.

User may not assign this Agreement without Company's prior written consent. Company may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, government action, internet outages, cyberattacks, or pandemic.

All legal notices shall be sent to: Company — [email protected] or Tampa, Florida. User — to the email address on file.

Electronic acceptance through the click-wrap process described in Section 2 constitutes a legally valid and binding signature pursuant to the E-SIGN Act and Florida Electronic Signature Act.

Company may update its AI models, prompts, synthesis methodologies, and Platform features at any time without notice. Outputs generated under different model versions may differ materially.

The Clinical Research Focus is a literature-synthesis and framework-attribution research aid intended exclusively for use by licensed clinical practitioners — including but not limited to licensed therapists, licensed professional counselors, licensed clinical social workers, licensed psychologists, licensed marriage and family therapists, physicians, nurse practitioners, physician assistants, registered nurses operating within their scope of practice, and other healthcare professionals — who hold an active, unrestricted license to practice in their relevant jurisdiction. Coaches, peer-support workers, and lay practitioners may access the Clinical Research Focus solely for educational and self-directed learning purposes and may not represent any Clinical Research Focus output as clinical guidance, diagnostic support, or treatment recommendation.

The Clinical Research Focus is: (a) a research synthesis tool that surfaces named clinical theorists, named theoretical frameworks, named diagnostic indicators, and points of clinical consensus and disagreement across multiple AI model analyses and live web research; (b) a literature aid designed to accelerate the practitioner's review of existing clinical scholarship; and (c) a structured prompt for the practitioner's own clinical reasoning, formulation, and treatment planning. The Clinical Research Focus is designed to support — not replace — the practitioner's independent professional judgment.

The Clinical Research Focus is expressly NOT: (a) a medical device, clinical decision support system, or diagnostic aid as those terms are defined under applicable medical device regulations (including the U.S. Food, Drug, and Cosmetic Act and FDA guidance on Clinical Decision Support Software); (b) a substitute for the practitioner's own clinical judgment, training, supervision, or independent verification; (c) a source of patient-specific treatment recommendations; (d) an electronic health record (EHR), clinical documentation system, patient-management system, or clinical information system; (e) a HIPAA-covered platform, business associate service, or service eligible for use with protected health information; (f) a crisis intervention service, suicide prevention service, mandatory reporting service, or emergency response service; (g) a service authorized to provide clinical guidance on cases of imminent harm, child abuse, elder abuse, intimate partner violence requiring immediate safety planning, or any other matter requiring real-time clinical judgment; (h) a service that has been clinically validated, peer-reviewed, or evidence-based-medicine-certified; or (i) a service whose outputs constitute or substitute for clinical advice, medical advice, diagnosis, prognosis, treatment recommendation, or prescription.

By selecting the Clinical Research Focus or using Platform output in any clinical, therapeutic, counseling, or healthcare context, User represents, warrants, and acknowledges that: (a) User holds an active, unrestricted professional license appropriate to the clinical work in connection with which Platform output is used; (b) User is currently authorized to practice in the jurisdictions in which they apply Platform output; (c) User's use of Platform output is consistent with the ethical, professional, and legal obligations of User's licensing body and the standards of User's profession; (d) User has independently evaluated each Platform output against current peer-reviewed literature, clinical guidelines, and the specific clinical context of any actual case; (e) User retains sole responsibility for any clinical, diagnostic, therapeutic, or treatment decision made; (f) User will not delegate clinical judgment to the Platform; and (g) any use of the Platform by User outside the scope of User's license, or in violation of any rule of User's licensing body, is User's sole responsibility and not the responsibility of Company.

Use of the Platform does not create any clinician-client, therapist-client, provider-patient, doctor-patient, or any other professional or fiduciary relationship between Company and User, between Company and User's clients, between Company and any third party, or between any Platform output and any individual. Company does not provide clinical services. Company does not provide medical advice. Company does not stand in any clinical role to any User or any third party. The Platform is a research tool, not a clinical service.

User is solely responsible for ensuring that any clinical content submitted to the Platform: (a) contains no patient names, initials, dates of birth, addresses, telephone numbers, email addresses, medical record numbers, account numbers, health plan beneficiary numbers, certificate or license numbers, vehicle identifiers, device identifiers, biometric identifiers, full-face photographs, or any other direct identifier; (b) contains no combination of indirect identifiers that, alone or in combination, could reasonably identify a specific individual; (c) reflects de-identified clinical scenarios, literature questions, or framework questions rather than identifiable case material; and (d) is submitted in a form that satisfies the safe-harbor de-identification standard under 45 C.F.R. § 164.514(b)(2) or, where applicable, has been subject to expert determination of de-identification under 45 C.F.R. § 164.514(b)(1). Company makes no representation that the Platform's data processing, storage, or third-party AI provider routing meets any HIPAA, HITECH, GDPR Article 9 (special categories of personal data), or other healthcare privacy standard.

The Platform is not equipped to handle crisis content and User shall not use the Platform in any situation involving: (a) imminent risk of suicide, self-harm, or harm to others; (b) active or recent child abuse, elder abuse, or dependent-adult abuse; (c) active intimate partner violence or domestic violence requiring immediate safety planning; (d) any psychiatric emergency requiring inpatient evaluation; or (e) any matter requiring real-time clinical judgment. Users encountering such situations must direct affected individuals to appropriate emergency services, crisis hotlines, licensed clinicians with crisis training, or law enforcement as appropriate to the jurisdiction. The Platform's output does not satisfy any mandatory reporting obligation, and User retains all mandatory reporting obligations (including but not limited to mandated reports of suspected child abuse, elder abuse, and certain threats) independent of and unmodified by any Platform output. User shall not rely on Platform output to determine whether a mandatory report is required.

Clinical practice standards, scope-of-practice rules, licensure requirements, mandatory reporting obligations, informed consent requirements, telehealth regulations, and patient privacy laws vary materially by jurisdiction. Platform output is generated without reference to User's specific jurisdiction and may reflect frameworks, terminology, diagnostic standards, or practices that differ from those governing User's licensed practice. User is solely responsible for verifying that any Platform output is consistent with the standards, statutes, rules, and ethical codes governing User's specific licensed practice in User's specific jurisdiction(s). User shall not rely on the Platform for jurisdiction-specific clinical guidance and shall consult appropriate local professional resources, licensing boards, and qualified counsel for jurisdiction-specific questions.

Where User uses Platform output in the context of clinical supervision (whether of licensed-eligible practitioners, residents, interns, students, or peers), User shall: (a) not substitute Platform output for the supervisor's own clinical judgment regarding the supervisee or the supervisee's cases; (b) ensure supervisees understand that Platform output is a literature aid and not a substitute for supervised clinical reasoning; (c) not use Platform output as a basis for evaluating supervisee competency, clinical judgment, or fitness for licensure; and (d) retain sole responsibility for all supervisory decisions.

In addition to the indemnification obligations set forth in Section 12.1, User shall defend, indemnify, and hold harmless Company from and against any claim brought by: (a) any client, patient, supervisee, student, or other third party related to User's clinical, therapeutic, counseling, or healthcare practice; (b) any licensing board, professional association, regulatory body, government agency, or other oversight entity related to User's clinical practice; (c) any insurer, reinsurer, or risk-management entity related to User's clinical practice; or (d) any other party in connection with User's use of Platform output in a clinical, therapeutic, counseling, or healthcare context. This indemnification obligation survives termination of this Agreement.

Company may, at its sole discretion and without obligation, develop in the future a HIPAA-compliant or otherwise healthcare-regulated tier of the Platform. References to such future capabilities, whether in marketing materials, sales conversations, roadmap documents, or otherwise, do not modify the current scope of this Agreement, do not create any present right of User to use the Platform in a HIPAA-compliant or healthcare-regulated manner, and do not constitute a representation or warranty that such future capabilities will be developed, released, or made available on any specific timeline.

By selecting the Clinical Research Focus, by submitting any query that solicits clinical content, or by using any Platform output in a clinical, therapeutic, counseling, or healthcare context, User affirmatively acknowledges that User has read, understood, and accepts all terms of this Section 21. Company may, in its sole discretion, require separate affirmative click-wrap acceptance of this Section 21 before permitting access to the Clinical Research Focus.