TERMS OF SERVICE

Last Revised: MARCH 20, 2026

THESE TERMS OF SERVICE (THIS “AGREEMENT”) GOVERN YOUR USE AND ACCESS OF THE SERVICES MADE AVAILABLE TO YOU BY SKYPORTAL INC. (THE “COMPANY”, “SKYPORTAL”, “we” or “us”) THROUGH THE COMPANY’S WEBSITE AT https://skyportal.ai (OR ANY SUCCESSOR SITE), AND ALL UPDATES AND UPGRADES THERETO (THE “SERVICES”).

For purposes of this Agreement, “you” or “Customer” refers to you as the user of the Services. If the individual accepting this Agreement is acting on behalf of an entity, such individual represents and warrants that they have the right, power and authority to act on behalf of and bind such entity.

If you do not agree with any terms of this Agreement, you should not access or use the Services. BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, CUSTOMER HEREBY ACCEPTS TO THE BOUND TO THE TERMS OF THIS AGREEMENT.

THESE TERMS HAVE A BINDING ARBITRATION PROVISION. THEY AFFECT YOUR LEGAL RIGHTS.

1. Definitions

1.1 “Content” means Input and Output collectively.

1.2 “De-Identified Data” means Content that Skyportal has de-identified, and may also have aggregated, using standard industry practices such as masking to avoid identifying or associating you or a specific individual, company, and/or Confidential Information.

1.3 “Input” means data, information, or materials provided by you to the Platform, including but not limited to queries, documents, files, and other materials submitted or uploaded by you.

1.4 “Output” means data, information, or materials generated by the Platform in response to Inputs.

1.5 “Privacy Policy” means Skyportal’s privacy policy at https://skyportal.ai/privacy/.

1.6 “Platform” means Skyportal’s proprietary software as a service platform and technology, including materials, templates and works contained therein and any modifications, updates, or upgrades of the same.

1.7 “Services” means Skyportal’s provision of the Platform and, to the extent applicable, any Additional Services.

1.8 “Subscription Term” means the period of time you have subscribed to the Service.

1.9 “Third-Party Information” means any content, data, or information not originating from your users, but from external, public, or internet-based sources, excluding licensed content from third parties within the scope of Skyportal Property (as defined below).

2. Service; Access; Restrictions

2.1 Registration. You must register and create a Skyportal account (an “Account”). If your Account is part of a Company’s organizational account (an “Organization”), the administrator(s) of the Organization is responsible for ensuring your individual users comply with this Agreement. The administrator(s) of the Organization may have access to all User Data of any user that is part of the Organization. You are responsible for the acts and omissions of any person who accesses the Account using the username and password created by you. You will promptly notify Skyportal upon becoming aware of any unauthorized use of its Account.

2.2 Intentionally Omitted.

2.3 Free Trials. Skyportal may provide free trials to the Services (“Trial”) from time to time as agreed by Skyportal in writing. Trials are provided “as-is” without any warranties of any kind. By using a Trial, you acknowledge and agree that the products, services and/or features may contain errors, may not operate as intended and your use of such may result in data loss or other damages. Skyportal will not be liable for any direct, indirect, incidental, special, consequential or punitive damages arising out of or related to the use of a Trial, and Skyportal’s liability for all claims arising from the use of a Trial will not exceed US$100.00. Skyportal reserves the right to modify, suspend or discontinue a Trial at any time without notice and without liability to you. Any of Skyportal’s obligations not specifically disclaimed in this Section 2.3 will apply to any Trial.

2.4 Usage Limits. Customer’s access and use of the Services may be subject to certain usage limits. If Customer exceeds any such usage limit, then Customer will be charged for any such excess usage in accordance with Section 6.

2.5 Integrations. Skyportal may allow you to connect the Platform with other tools and systems (“Non-Skyportal Applications”) via integrations, including through APIs (collectively, the “Integrations”). Customer’s use of Non-Skyportal Applications is governed exclusively by the terms of the applicable third-party agreement with such Non-Skyportal Application. By enabling Integrations, you warrant that you have the legal right to connect the Non-Skyportal Applications with Skyportal and to permit Skyportal the right to process any User Data and Content sent to Skyportal from the Non-Skyportal Applications. Skyportal is granted permission to access and interact with Non-Skyportal Applications solely to facilitate the authorized Integrations. If your authority to allow Skyportal access to the Non-Skyportal Applications lapses, you will immediately disable such Integrations from within your Account. Skyportal disclaims any liability for unauthorized use, disclosure alteration or destruction of User Data or Content resulting from processing by Non-Skyportal Applications. Skyportal does not guarantee the availability of such Integrations or their interoperability with the Platform.

2.6 Beta Services. From time to time, the Company may make certain features or functionalities available to Customer that are identified as “beta”, “pilot”, “limited release” or other similar designation (the “Beta Offerings”). Customer may choose to try such Beta Offerings or not in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Customer’s access and use of the Beta Offerings shall be on “AS IS” basis without warranty of any kind and the Company shall not have any liability of any kind with respect to Customer’s access and use of a Beta Offering.

3. User Obligations

3.1 Responsibility for Content. You are fully responsible for having the necessary licenses to provide the User Data to Skyportal (and its subcontractors and service providers) and, to the extent Non-Skyportal Applications are utilized, to such third parties. You are responsible for the accuracy, completeness and lawfulness of the Content, including compliance with applicable data privacy laws. You are responsible for its use of Content and for ensuring such use does not violate applicable law or this Agreement.

3.2 Acceptable Use. You acknowledge that the Platform is not intended or certified for any use cases classified as “high-risk” under Regulation (EU) 2024/1689 (the “EU AI Act”). You agree that you are the “deployer” of the AI system under the EU AI Act and are solely responsible for ensuring that its use of the Platform complies with the EU AI Act.

3.3 Usage Restrictions. Customer will not, and will not permit its Authorized Users or any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Services (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Services; (c) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than Authorized Users); (d) use the Services to create or develop a competitive product or service; (e) attempt to gain unauthorized access to the Services or make the Services available to anyone other than its Authorized Users; (f) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Services; (g) interfere with or disrupt the integrity or performance of the Services; (h) circumvent, remove, alter or thwart any technological measure or content protections of the Services; (i) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services; (j) otherwise use the Services except as expressly permitted herein; (k) compete with Skyportal or monitor the availability, functionality, or performance of the Services for any competitive purpose; or (l) Manipulate the Output to generate prohibited content or breach confidentiality; or (m) provide any personally identifiable health data, payment card industry data, classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

4. Inputs and Outputs

4.1 License to User Data. Customer is solely responsible for all data, content, information, and other materials uploaded, posted or otherwise provided to, through, derived or created through the Services by Customer and its Authorized Users (the “User Data”). Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to the Company’s subcontractors performing services for the Company and to third party service providers used by the Company in providing the Services) to access, use, reproduce and create derivative works of all User Data to (i) provide the Services and any related support services or Additional Services to Customer during the Term and (ii) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings during and after the Term. Furthermore, the Company shall have the right to collect and analyze data and other information relating to Customer’s use and access of the Services (“Usage Data”) and the Company will be free (during and after the Term) to use such Usage Data for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other de-identified form.

4.2 User Data Ownership. As between the parties, you retain all right, title, and interest (including any and all intellectual property rights) in and to the User Data and Content (excluding Skyportal Property). You may delete Content at any time from within the Platform. If you wish to have all of your Content erased from the Services, you may submit a written request via email to [email protected]. Skyportal will delete such Content from all systems (including any downstream vendors) within an industry-standard timeframe; provided that Skyportal may retain any such information that it is required to retain under applicable law.

4.3 Data Privacy and Security. Skyportal highly encourages you to remove all personally identifiable information from any User Data before sharing it with Skyportal. To the extent personally identifiable information is shared with Skyportal, you and Skyportal each agree and consent to the use, transfer, processing, and storage of such User Data in accordance with the Privacy Policy. Skyportal’s use, retention, and/or disclosure of personal information is for the sole business purpose of performing the Services. As of the date of this Agreement, the Services contain no time bombs, Trojan horses, root kits, worms, spyware, ransomware, viruses, or other malicious code (“Malware”) known to Skyportal. The Company employs a number of commercially reasonable technical, organizational and physical safeguards designed to protect Customer Data from accidental loss or destruction, unauthorized disclosure, or damage. However, no security measures are failsafe and the Company cannot guarantee the security of the Customer Data. Accordingly, Customer acknowledges that it bears sole responsibility for adequate security, protection and backup of the Customer Data.

4.4 Output. Given the nature of the Services and artificial intelligence, Output may not always be unique or accurate, and other users may receive similar or identical Output from the Service. Your rights to any Output under this Agreement do not extend to other users’ User Data and Content belonging to you, and will not be accessible by other users outside of your Organization. Output may also incorporate Third-Party Information. You acknowledge that Skyportal does not manage or control Third-Party Information, and assumes no responsibility for it.

4.5 Skyportal Property. Skyportal and its licensors own all right, title, and interest (including all intellectual property and proprietary rights) in and to all elements of the Service and the Additional Services, including, but not limited to: (a) all underlying and associated software, source code, object code, models, algorithms, data sets, training data, documentation, user interfaces, designs, workflows, processes, methods, know-how, and trade secrets; (b) all features, functionalities, and any improvements, modifications, enhancements, updates, upgrades, or derivative works thereof; (c) all prompts labeled as “official prompts” provided by Skyportal (except any User Data or user modifications reflected in such prompts); (d) any licensed content from third parties; and (e) any and all other technology, inventions, works of authorship, or materials developed, used, or provided by Skyportal (excluding Output) in connection with the Service or Additional Services (collectively, “Skyportal Property”). All rights not expressly granted to Customer under this Agreement are reserved by Skyportal and its licensors. For clarity, nothing in this Agreement will be construed to transfer or assign any ownership rights in the Skyportal Property to Customer.

4.6 De-Identified Data. Subject to Skyportal’s confidentiality obligations under this Agreement, Skyportal will have the right to use De-Identified Data to enhance the quality and functionality of the Service. Skyportal commits to employing industry-standard measures to ensure that De-Identified Data cannot be used to re-identify you, an individual or any third party (as applicable). For the avoidance of doubt, once Content is de-identified so that it can no longer be associated with you or your Organization, an individual, a company or your Confidential Information, such De-Identified Data is not User Data or your Confidential Information.

4.7 Usage Data. Skyportal collects tracking and operational data related to your use of the Platform, including but not limited to, the number of prompts per user, the number of prompts per day, and the frequency of use for each chat mode utilized (“Usage Data”). Skyportal may analyze, modify, and reproduce Usage Data to provide, improve, and maintain the Services. Usage Data is Skyportal’s Confidential Information. Skyportal grants you a non-exclusive, irrevocable license to view, use, disclose, and create derivative works of your Usage Data for your internal business purposes. Skyportal will not disclose Usage Data to third parties except (1) in aggregated and de-identified form or (2) when necessary to provision the Services and fulfill Skyportal’s obligations under this Agreement.

4.8 Feedback. Subject to Skyportal’s confidentiality obligations under this Agreement, you may, on an entirely voluntary basis (including through functionality within the Service, such as “thumbs up/thumbs down” features), submit feedback or suggestions (“Feedback”). All Feedback is the property of Skyportal, and Skyportal may use and modify such Feedback without any restriction or payment.

5. Confidentiality

5.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Confidential Information. Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Services, and pricing terms for the Services. The Receiving Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own proprietary information and trade secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third person any of Disclosing Party’s Proprietary Information except for the Receiving Party’s employees, attorneys, advisors and potential investors who are bound by written agreement to keep such information confidential. This Section 5 will not apply to the protection of Customer Data, which is subject to the terms of Section 4.1.

5.2 Exceptions. The Disclosing Party agrees that the foregoing Section 5.1 shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

5.3 Disclosure by Law. Notwithstanding this Section 5, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.

5.4 Return of Confidential Information. Upon the request of either party, copies and embodiments of such party’s Confidential Information shall be promptly returned to such party by the Receiving Party or destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing.

6. Fees & Payment

6.1 Payment. Unless otherwise agreed in an Order Form, Skyportal will invoice you through our payment processor (today, Stripe), and you shall pay such fees upon receipt of an applicable invoice from the payment processor. All invoices will be paid in U.S. dollars. Payments will be made without the right of set-off or chargeback. All payments made by Customer are non-refundable regardless of actual usage, and all commitments are non-cancellable. Skyportal reserves the right to increase fees at renewal of the applicable Subscription Term.

6.2 Taxes. Customer shall be responsible for all taxes associated with its use of the Services other than taxes based on the Company’s net income.

6.3 Future Functionality. Your purchase relies only on the features and functions of the Services that are currently available as a generally available release. Skyportal makes no commitment to deliver any future features or functions, which may not be delivered on time or at all. The development, release and timing of any features or functions remains in Skyportal’s sole discretion.

7. Representations and Warranties; Disclaimer

7.1 By Both Parties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation or incorporation and has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) it is not party to any other agreements, written or oral, with any third party in conflict herewith.

7.2 Disclaimer. THE SERVICES PROVIDED BY SKYPORTAL ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN OUR SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT OUTPUT MAY BE INCOMPLETE OR INACCURATE AND THE ACCURACY OF ARTIFICIAL INTELLIGENCE MODELS CAN NEVER BE GUARANTEED. FURTHER, CUSTOMER’S USE OF OR RELIANCE UPON THE OUTPUT IS AT YOUR SOLE RISK. YOU AGREE TO REVIEW THE OUTPUT AND TO ABIDE BY THE LEGAL, REGULATORY, OR PROFESSIONAL LICENSING OR OTHER FIDUCIARY RULES OR OBLIGATIONS THAT MAY APPLY TO YOU. IN NO EVENT SHALL SKYPORTAL OR ITS LICENSORS HAVE ANY LIABILITY ARISING FROM CUSTOMER’S USE OR RELIANCE ON ANY OUTPUT.

8. Indemnification

Customer will indemnify, defend and hold harmless the Company from any damages, losses, expenses, costs or liabilities incurred by the Company in connection with any claim, action, suit or proceeding brought against the Company by a third party arising from or related to Customer’s use of the Services, any breach of the terms of this Agreement, or any violation of applicable laws and regulations.

LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICES OR (B) ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE FOUR (4) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Export Control; Government Matters

Customer may not remove or export from the United States or allow the export or re-export of the Services in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10. Term and Termination

10.1 Term. Subject to earlier termination as provided below, this Agreement will commence on the date you accept this Agreement and shall continue until terminated (the “Term”).

10.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days of notice thereof.

10.3 Additional Rights for the Company. Without limiting the Company’s rights under Section 10.2, the Company may immediately suspend or terminate your access to the Services if the Company suspects that Customer is breaching this Agreement, or engaging in excessive utilization of the Services which affects, or could reasonably affect, system availability or performance, or due to any non-use for a sustained period of time, or you’ve failed to pay fees when due and do not cure such non-payment within five (5) days of written notice from the Company. No refunds are available for suspension or termination under this section.

10.4 Auto-renewal. Services offered as a subscription will automatically renew at the end of each Subscription Term unless you cancel by providing us with written notice before the end of the Subscription Term. Renewal will be at the then-current published pricing for the Services.

10.5 Effect of Termination. No termination of this Agreement shall affect any rights or liabilities of a party that accrued prior to the date of termination, including any amounts accrued or payable to the Company prior to the effective date of termination.

10.6 Survival. The provisions of Sections 1, 4, 5, 6, 7 through 12 shall survive any termination of this Agreement.

11. Miscellaneous

Customer may not assign this Agreement, except with the Company’s prior written consent. The Company may freely assign this Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, between the Parties with respect to the subject matter hereof. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof.

12. Amendments

The Company reserves the right, at its sole discretion, to change or modify portions of this Agreement at any time. If the Company does this, it will post the changes on this page and will update the “Last Revised” date at the top of the page of this Agreement. The most current version of this Agreement is available at any time at https://skyportal.ai/terms/. The Company will also use commercially reasonable efforts to notify Customer of any material changes. Customer’s continued use of the Service after the date any such changes become effective constitutes Customer’s acceptance of the new Terms of Service. If any change to this Agreement is not acceptable to Customer, Customer’s only remedy is stop using the Services.

13. Contact

Please contact the Company at [email protected] to report any violations of this Agreement or to pose any questions regarding this Agreement or the Services.