Terms of use

WEBSITE TERMS OF USEVERSION 1.0
LAST REVISED ON: FEBRUARY 19, 2024

The website located at www.structify.ai (the “Site”) is a copyrighted work belonging to YMTM Inc(“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines,terms, or rules, which will be posted on the Site in connection with such features. Without limitation tothe preceding sentence, your submission of information, including personal information, through or inconnection with the Site is governed by the terms of our privacy policy as updated from time to time,available at structify.ai/privacy (“Privacy Policy”).

All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated byreference into these terms of use (these “Terms”).

These Terms set forth the legally binding terms and conditions that govern your use of the Site. Byaccessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that yourepresent), and you represent and warrant that you have the right, authority, and capacity to enter intothese Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of theprovisions of these Terms, do not access and/or use the Site.

1. ACCOUNTS

1.1 Account Creation. In order to use certain features of the Site, you must register for anaccount (“Account”) and provide certain information about yourself as prompted by the accountregistration form. You represent and warrant that: (a) all required registration information you submitis truthful and accurate; (b) you will maintain the accuracy of such information. You may delete yourAccount at any time, for any reason, by following the instructions on the Site. Company may suspend orterminate your Account in accordance with Section 8.

1.2 Account Responsibilities. You are responsible for maintaining the confidentiality ofyour Account login information and are fully responsible for all activities that occur under your Account.You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use ofyour Account or any other breach of security. Company cannot and will not be liable for any loss ordamage arising from your failure to comply with the above requirements.

2. ACCESS TO THE SITE‍

2.1 Licence. Subject to these Terms, Company grants you a non-transferable, non-exclusive,

revocable, limited licence to use and access the Site solely for your own personal, non-commercial use.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to thefollowing restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, orotherwise commercially exploit the Site, whether in whole or in part, or any content displayed on theSite; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverseengineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitivewebsite, product, or service; and (d) except as expressly stated herein, no part of the Site may becopied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any formor by any means. Unless otherwise indicated, any future release, update, or other addition to

functionality or content of the Site shall be subject to these Terms. All copyright and other proprietarynotices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.3 Modification. Company reserves the right, at any time, to modify, suspend, ordiscontinue the Site (in whole or in part) with or without notice to you. You agree that Company will notbe liable to you or to any third party for any modification, suspension, or discontinuation of the Site orany part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that Company will have noobligation to provide you with any support or maintenance in connection with the Site.

2.5 Ownership. Excluding any User Content that you may provide (defined below), youacknowledge that all the intellectual property rights, including copyrights, patents, trade marks, andtrade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither theseTerms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or tosuch intellectual property rights, except for the limited access rights expressly set forth in Section 2.1.Company and its suppliers reserve all rights not granted in these Terms. There are no implied licencesgranted under these Terms.

3. USER CONTENT

3.1 User Content. “User Content” means any and all information and content that a usersubmits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solelyresponsible for your User Content. You assume all risks associated with use of your User Content,including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of yourUser Content that personally identifies you or any third party. You hereby represent and warrant thatyour User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may notrepresent or imply to others that your User Content is in any way provided, sponsored or endorsed byCompany. Because you alone are responsible for your User Content, you may expose yourself to liabilityif, for example, your User Content violates the Acceptable Use Policy. Company is not obligated tobackup any User Content, and your User Content may be deleted from the Site at any time without priornotice. You are solely responsible for creating and maintaining your own backup copies of your UserContent if you desire.

3.2 Licence. You hereby grant (and you represent and warrant that you have the right togrant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide licence toreproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into otherworks, and otherwise use and exploit your User Content, and to grant sublicences of the foregoingrights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive(and agree to cause to be waived) any claims and assertions of moral rights or attribution with respectto your User Content.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Site to collect, upload, transmit, display, or distributeany User Content (i) that violates any third-party right, including any copyright, trademark, patent, tradesecret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;(ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy,vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently

offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individualor is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of anylaw, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through theSite any computer viruses, worms, or any software intended to damage or alter a computer system ordata; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail,spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages,whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble informationor data regarding other users, including e-mail addresses, without their consent; (iv) interfere with,disrupt, or create an undue burden on servers or networks connected to the Site, or violate theregulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site(or to other computer systems or networks connected to or used together with the Site), whetherthrough password mining or any other means; (vi) harass or interfere with any other user’s use andenjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accountson the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine datafrom) the Site (provided, however, that we conditionally grant to the operators of public search enginesrevocable permission to use spiders to copy materials from the Site for the sole purpose of and solely tothe extent necessary for creating publicly available searchable indices of the materials, but not caches orarchives of such materials, subject to the parameters set forth in our robots.txt file).

3.4 Enforcement. We reserve the right (but have no obligation) to review any UserContent, and to investigate and/or take appropriate action against you in our sole discretion if youviolate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability forus or any other person. Such action may include removing or modifying your User Content, terminatingyour Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

3.5 Feedback. If you provide Company with any feedback or suggestions regarding the Site(“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shallhave the right to use and fully exploit such Feedback and related information in any manner it deemsappropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you considerto be confidential or proprietary.

4. INDEMNIFICATION.

‍You agree to indemnify Company (and its officers, employees, and agents),including costs and attorneys’ fees, from any claim or demand made by any third party due to or arisingout of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws orregulations or (d) your User Content. Company reserves the right, at your expense, to assume theexclusive defence and control of any matter for which you are required to indemnify us, and you agreeto cooperate with our defence of these claims. You agree not to settle any matter without the priorwritten consent of Company. Company will use reasonable efforts to notify you of any such claim,action or proceeding upon becoming aware of it.

5. THIRD-PARTY LINKS & ADS; OTHER USERS

5.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services,and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-

Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience toyou, and does not review, approve, monitor, endorse, warrant, or make any representations withrespect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and shouldapply a suitable level of caution and discretion in doing so. When you click on any of the Third-PartyLinks & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy anddata gathering practices. You should make whatever investigation you feel necessary or appropriatebefore proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2 Other Users. Each Site user is solely responsible for any and all of its own User Content.Because we do not control User Content, you acknowledge and agree that we are not responsible forany User Content, whether provided by you or by others. We make no guarantees regarding theaccuracy, currency, suitability, or quality of any User Content. Your interactions with other Site usersare solely between you and such users. You agree that Company will not be responsible for any loss ordamage incurred as the result of any such interactions. If there is a dispute between you and any Siteuser, we are under no obligation to become involved.

5.3 Release. Subject to applicable law, you hereby release and forever discharge theCompany (and our officers, employees, agents, successors, and assigns) from, and hereby waive andrelinquish, each and every past, present and future dispute, claim, controversy, demand, right,obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directlyor indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, oract or omission of, other Site users or any Third-Party Links & Ads).

6. DISCLAIMERS

The Site is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicablelaw, Company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind,whether express, implied, or statutory, including all warranties or conditions of merchantability, fitnessfor a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers)make no warranty that the Site will meet your requirements, will be available on an uninterrupted,timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code,complete, legal, or safe.

7. LIMITATION ON LIABILITY

To the maximum extent permitted by law, and subject to the final paragraph in this Section 7, in noevent shall Company (or our suppliers) be liable to you or any third party for any lost profits, lost data,costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental,special or punitive damages arising from or relating to these Terms or your use of, or inability to use, theSite, even if Company has been advised of the possibility of such damages. Access to, and use of, theSite is at your own discretion and risk, and you will be solely responsible for any damage to your deviceor computer system, or loss of data resulting therefrom.

To the maximum extent permitted by law, and subject to the final paragraph in this Section 7, ourliability to you for any damages arising from or related to these Terms (for any cause whatsoever andregardless of the form of the action), will at all times be limited to a maximum of fifty pounds sterling(GBP 50). The existence of more than one claim will not enlarge this limit. You agree that our supplierswill have no liability of any kind arising from or relating to these Terms.

The exclusions in this Section 7 shall apply to the maximum extent permitted by law, but Company doesnot exclude liability for death or personal injury caused by its negligence, fraud or fraudulentmisrepresentation, or any other liability which may not be excluded by law.

8. TERM AND TERMINATION.

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including yourAccount) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2to 2.5, and Sections 3 to 9.

9. GENERAL

9.1 Changes. These Terms are subject to occasional revision, and if we make anysubstantial changes, we may notify you by sending you an e-mail to the last e-mail address you providedto us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible forproviding us with your most current e-mail address. In the event that the last e-mail address that youhave provided us is not valid, or for any reason is not capable of delivering to you the notice describedabove, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice ofthe changes described in the notice. Any changes to these Terms will be effective upon the earlier ofthirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30)calendar days following our posting of notice of the changes on our Site. These changes will be effectiveimmediately for new users of our Site. Continued use of our Site following notice of such changes shallindicate your acknowledgement of such changes and agreement to be bound by the terms andconditions of such changes.

9.2 Electronic Communications. The communications between you and Company useelectronic means, whether you use the Site or send us emails, or whether Company posts notices on theSite or communicates with you via email. For contractual purposes, you (a) consent to receivecommunications from Company in an electronic form; and (b) agree that all terms and conditions,agreements, notices, disclosures, and other communications that Company provides to youelectronically satisfy any legal requirement that such communications would satisfy if it were be in ahardcopy writing.

9.3 Entire Terms. These Terms constitute the entire agreement between you and usregarding the use of the Site.

9.4 Waiver. A waiver by Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Company and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

9.5 Headings and Interpretation. The section titles in these Terms are for convenience onlyand have no legal or contractual effect. The word “including” means “including without limitation”.

9.6 Severability. If any provision of these Terms is, for any reason, held to be invalid orunenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceableprovision will be deemed modified so that it is valid and enforceable to the maximum extent permittedby law.

9.7 Relationship between you and us. You confirm that you are acting on your own behalfand not for the benefit of any other person. Your relationship to Company is that of an independentcontractor, and neither party is an agent or partner of the other.

9.8 Assignment. These Terms, and your rights and obligations herein, may not be assigned,subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent,and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will benull and void. Company may freely assign these Terms. The terms and conditions set forth in theseTerms shall be binding upon assignees.

9.9 Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of orin connection with their subject matter or formation (including non-contractual disputes or claims) shallbe governed by and construed in accordance with the law of England and Wales. You agree that thecourts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out ofor in connection with the subject matter or formation (including non-contractual disputes or claims) ofthese Terms.

9.10 Copyright/Trademark Information. Copyright © 2024 YMTM Inc.. All rights reserved.All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the propertyof other third parties. You are not permitted to use these Marks without our prior written consent orthe consent of such third party which may own the Marks.

9.11 Contact Information. If you wish to contact us in writing, or if these Terms require youto give notice to us in writing, please contact us at:

YMTM Legal

Address:
195 Broadway
4th Floor
Brooklyn, New York 11211

Telephone: 646-956-1902

Email: team@structify.ai