AI Agent Service Agreement

Definitions

The following capitalised terms have the meanings set out below throughout this Agreement:

License Grant

Subject to Client's payment of applicable fees and compliance with this Agreement, OPAL grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Client's internal business operations during the Subscription Term.

The license covers:

• Access to the specific Agents identified in the Order Form
• Integration of the Platform into Client's internal financial infrastructure via the OPAL API
• Use of the OPAL management dashboard for monitoring, configuration, and reporting
• Receipt of Decision Outputs and use thereof within Client's operations
• Access to Documentation for integration and operational purposes

The license does not permit:

• Sublicensing, reselling, or providing Platform access to third parties without prior written consent
• Reverse engineering, decompiling, or attempting to extract the underlying model weights or source code
• Using Decision Outputs to train or fine-tune competing AI systems
• Exceeding the event volume tier specified in the Order Form without prior authorisation
• Removing or obscuring any proprietary notices or labels in the Platform

Service Levels

OPAL commits to the following service level commitments for cloud-hosted deployments during the Subscription Term. On-premise deployments are subject to infrastructure SLAs negotiated separately.

SLA credits: If OPAL fails to meet the Platform availability commitment in any calendar month, Client is entitled to a service credit equal to 5% of the monthly fee for each full percentage point below the committed availability, up to a maximum of 30% of the monthly fee. Credits are the sole remedy for availability failures and must be claimed within 30 days of the end of the affected month.

Scheduled maintenance windows, force majeure events, and outages caused by Client's infrastructure or third-party dependencies outside OPAL's control are excluded from availability calculations.

Fees and Payment

Fees are as specified in the Order Form. Unless otherwise stated, fees are:

• Invoiced monthly in advance on the first business day of each calendar month
• Payable within 30 calendar days of the invoice date
• Denominated in RUB or USD as elected in the Order Form; RUB invoices use the CBR official rate on the invoice date for USD-denominated Order Forms
• Exclusive of applicable VAT and other taxes, which are added at the applicable statutory rate

Overages: Event volumes exceeding the tier specified in the Order Form are charged at the overage rate stated therein, invoiced monthly in arrears. OPAL will provide written notice when Client approaches 80% of the tier limit.

Late payment: Invoices unpaid after 30 days accrue interest at 0.1% per day from the due date. OPAL may suspend Platform access after 15 days of written notice of non-payment without curing the default.

Data and Privacy

Data ownership: Client retains all right, title, and interest in Client Data. OPAL acquires no ownership rights in Client Data by virtue of this Agreement.

Processing scope: OPAL processes Client Data solely to provide the Platform services described in this Agreement and the Order Form, and for no other purpose. Client Data will not be used to train general-purpose models or shared with other clients.

Data processor obligations: OPAL acts as a data processor under applicable data protection law (including Federal Law No. 152-FZ) in respect of any personal data within Client Data. OPAL will:

• Process personal data only on Client's documented instructions
• Implement appropriate technical and organisational security measures
• Assist Client in responding to data subject requests within 5 business days of notification
• Notify Client of any personal data breach within 24 hours of discovery
• Delete or return Client Data within 30 days of Agreement termination, as directed by Client
• Not engage sub-processors without Client's prior written consent, except for infrastructure providers listed in the Order Form

Security: OPAL maintains an information security programme including encryption at rest and in transit, access controls, regular penetration testing, and incident response procedures. Detailed security specifications are available in the OPAL Security Whitepaper provided at onboarding.

Retention: Unless otherwise specified in the Order Form, OPAL retains Client Data in the Platform's audit buffer for 72 hours following processing. Aggregated, anonymised metrics may be retained for up to 24 months for platform improvement purposes.

Intellectual Property

OPAL IP: All right, title, and interest in the Platform, Agents, underlying models, Documentation, and any improvements or derivatives thereof remain exclusively with OPAL, OOO. This Agreement does not convey any ownership rights to Client.

Client IP: All right, title, and interest in Client Data and Client's proprietary systems remain exclusively with Client.

Decision Outputs: Decision Outputs generated by the Platform from Client Data are provided to Client for Client's use in its internal operations. Client may use Decision Outputs without restriction for its intended operational purposes (risk management, compliance, trading operations, etc.) subject to the license restrictions in Section 02.

Feedback: If Client provides suggestions, enhancement requests, or feedback about the Platform ("Feedback"), Client grants OPAL a perpetual, irrevocable, royalty-free license to use such Feedback to improve the Platform, without attribution or compensation.

Liability

Mutual indemnification: Each party will indemnify, defend, and hold harmless the other from third-party claims arising from its material breach of this Agreement or gross negligence.

OPAL IP indemnity: OPAL will defend Client against third-party claims that the Platform, as provided and used within the scope of this Agreement, infringes a valid intellectual property right, and will pay damages finally awarded, provided Client: (a) promptly notifies OPAL of the claim; (b) grants OPAL sole control of the defence; and (c) cooperates reasonably. This indemnity does not apply to claims arising from Client's modification of the Platform or use outside the licensed scope.

Limitation of liability: To the maximum extent permitted by applicable law, OPAL's total aggregate liability to Client for all claims under this Agreement in any 12-month period shall not exceed the fees paid by Client to OPAL in that same 12-month period.

Exclusion of consequential damages: Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, or loss of data, even if advised of the possibility of such damages. This exclusion does not apply to: (a) a party's indemnification obligations; (b) damages arising from wilful misconduct; or (c) Client's payment obligations.

Termination

Term: This Agreement commences on the Start Date in the Order Form and continues for the Subscription Term. Unless either party provides written notice of non-renewal at least 60 days before the end of the Subscription Term, the Agreement renews automatically for successive 12-month periods on the same terms.

Termination for cause: Either party may terminate this Agreement immediately on written notice if:

• The other party materially breaches this Agreement and fails to cure the breach within 30 days of written notice specifying the breach
• The other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or administrator appointed
• Continued performance would violate applicable law

Effect of termination: Upon expiry or termination of this Agreement:

• All licenses granted under this Agreement immediately terminate
• Client must cease using the Platform and delete all Platform credentials and local copies of Documentation
• OPAL will, within 30 days, either return or securely delete Client Data as directed by Client in writing
• All accrued payment obligations survive termination
• Sections 01, 05 (data deletion), 06, 07, 09, and 10 survive termination

Termination for convenience: Client may terminate this Agreement for any reason on 90 days' written notice. In such cases, no refund is due for prepaid fees covering the notice period unless OPAL elects to waive the notice period.

Confidentiality

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but in no case less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only for the purposes of performing or receiving services under this Agreement.

These obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the receiving party's possession before disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) must be disclosed by law or court order, provided the disclosing party gives reasonable advance notice to allow the other party to seek a protective order.

Confidentiality obligations survive termination of this Agreement for a period of five years. OPAL's obligations with respect to Client Data are governed by Section 05 and continue indefinitely.

General Provisions

Governing law: This Agreement is governed by the laws of the Russian Federation. Disputes shall first be subject to 30 days of good-faith negotiation. If unresolved, disputes shall be submitted to the competent arbitration court (Arbitrazh court) at OPAL's registered location.

Entire agreement: This Agreement, together with the applicable Order Form and any exhibits referenced therein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and negotiations.

Amendments: No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both parties. OPAL may update these standard terms with 60 days' written notice; continued use after the effective date constitutes acceptance.

Assignment: Neither party may assign this Agreement without the other's prior written consent, except that OPAL may assign to an affiliate or in connection with a merger or acquisition of substantially all its assets, provided the acquirer assumes all obligations under this Agreement.

Force majeure: Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, internet infrastructure failures, or cyberattacks by third parties, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Severability: If any provision of this Agreement is found unenforceable, it will be modified minimally to make it enforceable, and the remaining provisions will continue in full force.

Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in the future.

Notices: All formal notices under this Agreement must be in writing and delivered by email with read receipt to the addresses specified in the Order Form. Notices to OPAL: egovs@opall.online.