**QUERY CLIENT LICENSE AGREEMENT**

**Query Client License**

Effective: April 2025

**CLIENT LICENSE**

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1. **GENERAL TERMS**

Any reference in this license to "Query Client" refers to utilization of the LatticaAI Inc. Query Client software product, whether by the user or by third parties (to the extent that this license permits it, in accordance with the terms detailed therein), in any location, including external websites, in any manner, including installation on local libraries (of user or third parties thereon) and any other type of use, provided that such use complies with the terms detailed in this License and in accordance with the licenses of the open-source components utilized in the LatticeAI Inc. Query Client software product.

- “Use” or “Used” or “Using” – in this License, means to access, copy or otherwise benefit from using the functionality of the Query Client in accordance with the Documentation.
- "Query Client License" - in this License, means – Using Query Client, Use of Query Client, or Query Client Used by the Client or any third party thereof – subject to the terms and conditions detailed in this License.
- This Query Client License constitutes a legal agreement between the User and LatticaAI Inc. with respect to the Query Client Product designated below. By Using the Query Client, User agrees to be bound by the terms of this Agreement. If User does not agree to the terms of this Agreement, LatticaAI Inc. is unwilling to grant the User any rights to Use the Query Client. In such event, User shall not Use the Query Client, and User should promptly destroy all copies of Query Client and accompanying documentation. This represents the entire agreement between LatticaAI Inc. and the User.
- Please read this Agreement carefully. User’s use of the Query Client indicates that User has read, accepted and unconditionally agreed to this Query Client License. User may not Use the Query Client if User is a (a) person who is not of legal age to form a binding contract with LatticaAI Inc. or (b) person who is barred from receiving the Query Client under the laws of any country including the country in which the User is a resident or from which the User is Using the Software.
- Without derogating from the aforementioned, all the provisions detailed below shall apply to the Use of the Query Client.
- Users acknowledge that the Query Client may not include, at this stage, full functionality or reflect the final quality of the product. The Query License is provided "as-is" without warranties of any kind, express or implied.
- Limited Client License

By using the Query Client, the User can evaluate the performance of the Fully Homomorphic encrypted software by LatticaAI Inc. and evaluate the Software potential for services to User's customers, subject to the terms of this license, for a variety of applications, such as sharpening an image, image classification, and similar functionalities. In this context, it is explicitly clarified that the AI content does not constitute a substitute for professional advice, nor does the software purport to replace such advice. The Use of the AI is solely the responsibility of the User, including (but not limited to) in regards to the Medical Model, as well as any other such content.

It is hereby clarified that LatticaAI Inc. bears no responsibility of any kind, whether direct or indirect, regarding the User’s customers (end-users). The User is solely responsible for any consequence and/or damage and/or impact that may affect their customers as a result of the User’s utilization of the Query Client for AI purposes for their customers. Should any damage of any kind be caused to LatticaAI Inc. as a result of such Use, whether directly or indirectly, the User will compensate and indemnify LatticaAI Inc. for the said damage, without derogating from any remedy and right under this Query Client License or any applicable law. For the avoidance of doubt, this clause applies equally to situations where the User utilizes the Query Client for its own purposes, effectively acting as both the User and the End-customer.

LatticaAI Inc. grants the User a non-exclusive, non-transferable, revocable, and limited License to use the Query Client solely for evaluating the quality and functionality of the Query Client product. Users are prohibited from Using the Query Client for commercial purposes or integrating them into production environments.

- No Guarantee of Performance

Query Client is currently experimental and may contain errors, bugs, or incomplete features. LatticaAI Inc. does not guarantee the performance, accuracy, or reliability of Query Client and disclaims liability for any damages arising from their Use. The Use of the Query Client is solely at the User's own risk regarding the computational resources required for performance.

1. **RESTRICTIONS ON MODIFICATIONS AND DISTRIBUTION**

Users may not modify, copy, reverse engineer, distribute, sublicense, or transfer the Query Client License (in whole, or in part) without prior written consent from LatticaAI Inc. It is expressly clarified that the User shall refrain from making any representations, whether explicit or implied, that the Query Client or any part thereof is their proprietary product. The User must ensure that all communications, materials, or any form of external engagement accurately reflect that the Query Client is a product of LatticaAI Inc. Any unauthorized representation or misattribution will be considered a breach of this Query Client License Agreement, and the User shall bear full responsibility for any consequences or damages arising therefrom.

1. **INDEMNIFICATION FOR USE OF QUERY CLIENT**

Users agree to indemnify, defend, and hold harmless LatticaAI Inc. from any claims, damages, or liabilities arising from the use, misuse, or testing of Query Client, including but not limited to issues related to data loss, system damage, or third-party claims.

1. **TERMINATION OF QUERY CLIENT LICENSE ACCESS**

LatticaAI Inc. reserves the right to terminate access to the Query Client License at any time and for any reason without prior notice. Upon termination, Users must cease all Use of the Query Client and delete all related data and files.

1. **NO GUARANTEE OF FUTURE ACCESS OR PURCHASE OPTIONS**

LatticaAI Inc. does not guarantee that features or functionalities presented in the Query will be available in the final product. Provision of a Query Client License does not constitute an offer to sell or license the Query Client product (in part or in whole).

1. **INTEGRATION WITH OTHER LICENSES**

- The Use of the Query Client is subject to this Query Client License Agreement and all applicable company policies, including but not limited to the LatticaAI Inc. website's Terms of Use, and any other relevant documentation. In the event of a conflict, the provisions that provide the greatest protection to LatticaAI Inc. shall prevail.
- Under this Query Client License, the Query Client product may be provided either as a fully functional, time-limited , or a feature-limited , or a combination of these two types. Detailed description of the Query Client License restrictions is available in this License and the Query Client's specifications as may appear on LatticaAI Inc.’s website.
- User may Use the Query Client License for evaluation and, if the User so chooses, and when LatticaAI Inc. enables it in the future, User may order and pay for the Query Client product as may be offered by LatticaAI Inc.
- This License is subject to and must be read in conjunction with the Terms of Use, and other applicable policies related to the website operated by LatticaAI Inc. In the event of any conflict between this Agreement and other policies, the provisions that provide the highest level of protection to LatticaAI Inc. shall prevail. The use of the Query Client in local directories is subject to this Agreement, as well as any other LatticaAI Inc. applicable policies (as determined by LatticaAI Inc. from time to time). In the event of a conflict between such agreements, the terms that provide the highest level of protection for LatticaAI Inc. shall prevail.

1. **SCOPE**

Without derogation from any of the above, as long as the User complies with the terms of this Query Client License, LatticaAI Inc. grants the User a non-exclusive right to Use the Query Client under the following conditions:

- The User may use the Query Client for the sole purpose of determining whether to purchase a license for a commercial Use of the Software.
- The Query Client may not be copied and may not be distributed. The User may not alter, edit, or obscure any copyright and other proprietary notices that appear on or in the Query Client in any manner.
- The User may not rent, lease, or lend the Query Client to any third party entity or individual.
- Without prejudice to any other rights, LatticaAI Inc. may terminate this License if the User fails to comply with the terms and conditions of this License. In such event, the User must destroy all copies of the Query Client.

1. **INTELLECTUAL PROPERTY RIGHTS**

- This License does not transmit any Intellectual Property Rights on or in the Query Client. The Query Client and any copies that the User is authorized by LatticaAI Inc. to make under this License, are the property of LatticaAI Inc., and contain the Intellectual Property Rights belonging to LatticaAI Inc.
- The Query Client is protected by copyright, including without limitation by Copyright Law and international treaty provisions.
- Any copies that the User is permitted to make pursuant to this Query Client License Agreement must contain the same copyright and other proprietary notices that appear on or in the Query Client product and/or License. The User may not alter, edit, or obscure any such copyright and other proprietary notices that appear on or in the Query Client product and/or License in any manner.
- The structure, organization, and code of the Query Client contain the valuable Intellectual Property Rights of LatticaAI Inc. The User agrees not to decompile, “unlock,” reverse-engineer, disassemble, or otherwise translate the object of the Query Client to human-perceivable form except as permitted by applicable law which cannot be waived by this Query Client License Agreement.

- Any attempts to decompile, “unlock,” reverse-engineer, disassemble, translate the Query Client (or any of its proprietary components as set forth in this License), copy, clone, modify or alter in any way the Query Client or any related installer program(s) without LatticaAI Inc.’s specific approval, are strictly prohibited. The User is not authorized to use any plug-in or enhancement that permits User to save modifications to a file with the Query Client.

1. **LIMITATION OF LIABILITY**

THE QUERY CLIENT IS BEING DELIVERED TO THE USER “AS IS” AND LATTICAAI INC. MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. LATTICAAI INC. MAKES NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE QUERY CLIENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR ACCURACY.

LatticaAI Inc. does not and cannot warrant the performance or results the User may obtain by using the Query Client. The entire risk arising out of Use or performance of the Query Client remains with the User.

LatticaAI Inc. gives no warranty, express or implied, that (i) the Query Client will be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, Use, or conditions may be known to LatticaAI Inc.; or (ii) that the Query Client will operate error free or without interruption or that any errors will be corrected.

NOTWITHSTANDING ANYTHING ELSE IN THIS LICENSE AGREEMENT OR OTHERWISE, IN NO EVENT SHALL LATTICAAI INC. BE LIABLE TO THE USER OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY SUBJECT MATTER OF THIS LICENSE AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (1) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, (2) LOST PROFITS, LOST BUSINESS, OR LOST OR CORRUPTED DATA, OR (3) COST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY, INTELLECTUAL PROPERTY RIGHTS, GOODS OR SERVICES, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

IN NO EVENT SHALL LATTICAAI INC.’S AGGREGATE LIABILITY FROM ALL LAWSUITS, CLAIMS, WARRANTY OBLIGATIONS, INDEMNITY OBLIGATIONS, AND ANY OTHER OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE SOFTWARE OR ASSOCIATED DOCUMENTATION PROVIDED HEREUNDER EXCEED TWO HUNDRED DOLLARS ($200.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.

1. **NON-WAIVER**

If a portion of this License Agreement is held unenforceable, the remainder shall be valid. That means that if one section of this License Agreement is found to be unlawful, the rest of the Agreement is still in force. A party’s failure to exercise any right under this License Agreement will not constitute a waiver of (a) any other terms or conditions of this License Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this License Agreement.

1. **RESTRICTIVE AND LIMITED LICENSE**

This License is limited to personal or authorized professional Use as described herein. The License does not transfer ownership of the Query Client or its intellectual property.

1. **PROTECTION OF COPYRIGHT AND INTELLECTUAL PROPERTY**

Third-Party Copyright Compliance: Users represent and warrant that all content uploaded, processed, or otherwise utilized on the Query Client does not infringe on the copyrights or intellectual property rights of any third party. The user is solely responsible for ensuring that all content complies with applicable copyright laws.

LatticaAI Inc.'s Intellectual Property: All technology, software, encryption models, and other intellectual property associated with the Query Client are owned exclusively by [LatticaAI Inc.](https://www.lattica.ai/) or licensed to. Users are strictly prohibited from reproducing, distributing, reverse-engineering, or otherwise misusing these assets.

Indemnification for Copyright Claims: Users agree to indemnify, defend, and hold harmless LatticaAI Inc. from any claims, damages, or liabilities arising from allegations of copyright infringement or violation of intellectual property rights by the User’s activities on the Query Client.

Users are not permitted to copy, modify, or redistribute open-source components separately from the Query Client, except as explicitly permitted under the applicable open-source license.

User-Generated Content: Any contributions or modifications made by the User while Using the Query Client will be considered non-exclusive, royalty-free, and irrevocable licenses granted to LatticaAI Inc.. Users waive any intellectual property claims over such contributions

1. **DISCLAIMER REGARDING OPEN-SOURCE COMPONENTS, THIRD-PARTY SOFTWARE AND LOCAL DIRECTORIES**

LatticaAI Inc. warrants that:

LatticaAI Inc. owns the Query Client and the Documentation and/or is in possession of valid and existing licenses that support the terms of this License Agreement, except for these open source components.

While we take reasonable measures to ensure the functionality and security of all integrated software, [LatticaAI Inc.](https://www.lattica.ai/) does not warrant or assume liability for any issues, damages, or losses arising from: (a) The integration, interaction, or compatibility of open-source components with third-party software or systems, including but not limited to incompatibilities or unforeseen vulnerabilities. (b) The direct or indirect use of open-source components by users beyond the scope of functionality provided by LatticaAI Inc.. (c) Any failure, malfunction, or breach caused by third-party software interacting with or relying on open-source components incorporated into the Query Client.

Open-source components are governed by their respective licenses. Users must comply with all applicable open-source licenses and acknowledge that LatticaAI Inc. provides no warranties or guarantees for these components. Any misuse of open-source components, including violating their license terms, will be the sole responsibility of the User.

The Use of the Query Client within local directories must comply strictly with the terms outlined in this License Agreement and all relevant laws. Any misuse of the Query Client, including failure to adhere to licensing terms, shall constitute a breach of this Local Agreement.

LatticaAI Inc. disclaims all liability for any unauthorized third-party access to or Use of the Query Client stored in the User’s local directories. Users are solely responsible for implementing appropriate security measures, such as firewalls or encryption, to protect the uploaded Query Client.

1. **DATA SECURITY AND PRIVACY**

Users acknowledge that all data uploaded, processed, or transferred while Using the Query Client, is their sole responsibility. LatticaAI Inc. disclaims all liability for: (a) The accuracy, completeness, or security of data provided by Users. (b) Data breaches, leaks, or unauthorized access caused by third-party factors.

The Query Client employs advanced encryption technologies to secure data during processing. However, LatticaAI Inc. does not guarantee absolute data security or immunity from unauthorized access or breaches.

Users agree to comply with all applicable data protection and privacy laws when Using the Query Client and to indemnify LatticaAI Inc. from any claims arising from violations of such laws

1. **RESTRICTIONS ON USE**

Without derogating of any of the terms set forth herein, The User agrees not to:

- Upload or process content that infringes on the intellectual property rights, copyrights, or trademarks of third parties.
- Use the Query Client for purposes that may violate copyright laws, including processing copyrighted content without proper authorization.
- Attempt to decrypt, copy, or extract proprietary technologies within the Query Client.
- Reverse engineer, decompile, or attempt to extract the source code of the Query Client.
- Modify, adapt, or create derivative works based on the Query Client or its components.
- Use the Query Client in conjunction with unauthorized hardware, malicious software, or systems that violate data protection and encryption standards.
- Distribute, sublicense, lease, or transfer the Query Client or any part thereof to third parties without prior written consent.

1. **SECURITY AND RESPONSIBILITY FOR LOCAL DIRECTORIES**

Without derogating from any of the terms set forth herein, the User agrees that:

- Users are responsible for ensuring that their hardware environment is secure and does not introduce vulnerabilities when using the Query Client.
- LatticaAI Inc. is not liable for any damages caused by third-party hardware accelerators or software interacting with the Query Client.
- Users are solely responsible for the security and integrity of their local directories where the Query Client is uploaded. LatticaAI Inc. shall not be held liable for any unauthorized access, data breaches, malware, or corruption of files resulting from the User’s local environment.

1. **HARMFUL INTERACTIONS WITH THIRD-PARTY SOFTWARE OR HARDWARE**

Users are responsible for ensuring that their systems are compatible and free from malicious software that could interfere with the Query Client. Any loss or damage resulting from the Use of third-party hardware, software, or networks in connection with the Query Client is the sole responsibility of the User.

1. **INDEMNIFICATION FOR LOCAL USE**

Users agree to indemnify, defend, and hold harmless LatticaAI Inc. from any claims, damages, or liabilities arising from the unauthorized use, sharing, or modification of the Query Client stored in local directories, or any breaches in security related to the User’s local environment

1. **LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES**

Without derogating from any of the terms set forth herein, the User agrees that:

- Faulty Processing: [LatticaAI Inc.](https://www.lattica.ai/) is not responsible for errors, miscalculations, or inaccuracies in the processing of images or any outputs generated by the Query Client. Users are solely responsible for verifying the accuracy and appropriateness of such outputs.
- System Performance: [LatticaAI Inc.](https://www.lattica.ai/) disclaims liability for delays, interruptions, or failures of the Query Client, whether due to technical malfunctions, maintenance, or external factors. No warranty is provided that the Query Client will operate error-free at all times.
- Regulatory Compliance: Users are responsible for ensuring their Use of the Query Client complies with all applicable laws, including but not limited to data protection, privacy, and intellectual property laws. [LatticaAI Inc.](https://www.lattica.ai/) is not liable for regulatory violations caused by User activities.
- LatticaAI Inc. shall not be liable for: (a) Damages resulting from improper integration of the Client License with unauthorized hardware. (b) Inaccurate or incomplete FHE processing or errors arising from user misconfiguration. (c) Regulatory or legal breaches caused by the user's deployment of the Query Client in non-compliant environments. (d) Losses resulting from hardware or software failures unrelated to the Query Client. (e) Claims arising from the processing, misuse, or transfer of data by Users. (f) Non-compliance with local, national, or international data protection regulations by the User.

1. **INDEMNIFICATION – GENERAL**

Without derogating rom any of the terms set forth herein, the User agrees to indemnify and hold harmless LatticaAI Inc. and its affiliates, officers, and employees from any claims, liabilities, damages, or expenses (including attorney fees) arising from: (a) Breaches of this License Agreement; (b) Unauthorized Use of the Query Client or generated content; (c) Claims of copyright infringement or intellectual property violation caused by User actions; (d) Use of harmful hardware or software in conjunction with the Query Client; (e) Users agree to indemnify, defend, and hold harmless LatticaAI Inc. from any claims, damages, or liabilities arising from the unauthorized use, sharing, or modification of the code stored in local directories, or any breaches in security related to the User’s local environment.

1. **CONFIDENTIALITY**

Users must treat the Query Client, including its documentation and underlying technology, as confidential information and not disclose it to unauthorized third parties.

1. **GOVERNING LAW AND JURISDICTION**

This Agreement shall be governed exclusively by the laws of the State of Israel. Any disputes arising under or related to this License Agreement will be resolved exclusively in the competent courts in Tel-Aviv, Israel. Users agree to submit to the jurisdiction of these courts.

1. **TERMINATION**

This Agreement may be terminated by [LatticaAI Inc.](https://www.lattica.ai/) at its sole discretion if there is evidence of misuse, infringement, or non-compliance with these Terms. Upon termination, the user must cease all access and use of the Query Client and any content or data derived from it.

1. **ENTIRE AGREEMENT**

This Agreement constitutes the entire understanding between the parties regarding the Query Client and supersedes all prior agreements, discussions, or understandings.