Terms and Conditions of Service for Zenith Point Innovations

Effective Date: 07/16/2026

1. Agreement to Terms

These Terms and Conditions of Service (“Terms”) contain the terms and conditions that govern your access to and use of the Zenith Point Innovations LLC (“we”, “us”, or “our”) website (www.zenithpointinnovations.com) (the “Site”), and the Orpheix application (the “App” and collectively with the Site, the “Services”). This is an agreement between you or the entity you represent (“you” or “your”) and us. We are willing to grant access to and use of our Services, including the App, to you solely upon your acceptance of all the terms and conditions of these Terms without modification.

BY ACCESSING, DOWNLOADING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL THESE TERMS AND ARE REPRESENTING THAT YOU ARE AUTHORIZED TO ACCESS AND USE THE SERVICES AND ARE LAWFULLY ABLE TO ENTER INTO THESE TERMS AND HAVE THE LEGAL AUTHORITY TO BIND ANY ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO THESE TERMS, OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE APP OR THE SITE. WE MAY, AT OUR SOLE DISCRETION, DISABLE AND TERMINATE ACCESS TO THE SERVICES BY ANY PERSONS OR ENTITY.

We reserve the right, in our sole discretion, to update or modify these Terms at any time. Your continued access to and use of the Services following the posting of any changes to these Terms constitutes acceptance of the latest version of these Terms.

2. Critical Industry Disclaimers

The App uses your mobile device's LiDAR sensor and other onboard hardware to capture, process, and generate spatial data, measurements, models, and images. Therefore, your mobile device must have a LiDAR sensor and related capabilities for the App to function. LiDAR sensors and other hardware components incorporated into consumer mobile devices are subject to inherent limitations in range, precision, and accuracy, which may be further affected by environmental conditions, device calibration, software updates, and other factors outside of our control. All measurements, models, and other outputs generated by the App are estimates only and may contain material inaccuracies.

The App is not a professional-grade measurement, surveying, or inspection tool, and is not intended to serve as a substitute for one. The App and its outputs must not be relied upon for any safety-critical application or for any formal, professional, or commercial construction application, including without limitation land surveying, structural engineering, or any other application requiring certified, professional-grade measurement or inspection services. You are solely responsible for independently verifying, including through a licensed professional where appropriate, any measurement or data generated by the App that is material to your safety or your project.

3. User Representations and Responsibilities

By using the App, you represent, warrant, and covenant that at all times during your use of the Services:

· Age: You are 13 years of age or older.

· Data Accuracy: All information you provide is true, accurate, current, and complete. You are responsible for accurately entering your data.

· Compliance With Laws: You will comply with all applicable laws and regulations in your use of the App.

· Compliance With Third Party Terms: You will comply with must comply with applicable third party terms of agreement when using the Services.

· Embargoed Countries: You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country.

· U.S. Government Prohibited Parties: You are not listed on any U.S. Government list of prohibited or restricted parties.

· Account Security: You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account.

4. Intellectual Property Rights

You acknowledge and agree all source code, databases, functionality, software, website designs, audio, video, text, and graphics used or accessed in, on, or through the Site or App (collectively, the “Our Content”) are owned or controlled by us, or a third-party with whom we have a license, and are protected by copyright, trademark, and other intellectual property laws and covenants.

You acknowledge and agree the Zenith Point Innovations or Orpheix names, any logo of ours, and all related names, logos, product and service names, designs, and slogans are trademarks or service marks of Zenith Point Innovations LLC or its licensors. You must not use such marks without our prior written permission. Any other names, logos, product and service names, designs, and slogans on the Site or App are the trademarks of their respective owners. Under no

circumstances will you acquire any ownership rights or other interest in any such marks or Our Content on the Site or App by or through your use of the Site or App.

As between you and us, you retain all right, title, and interest in and to the spatial data, scans, measurements, images, and other content that you capture, create, or upload using the App (“User Content”). You grant us a perpetual, non-exclusive, worldwide, royalty-free, fully paid-up license to host, store, reproduce, and process your User Content solely as necessary to provide, maintain, support, and improve the App, Site, and Our Content.

If you choose to submit ideas, suggestions, feedback, or images to us for the purpose of improving the Services (“Feedback”), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate such Feedback into the Services and our business for any purpose, without any obligation or compensation to you. For the avoidance of doubt, any incorporation of any Feedback into the Services, Our Content, or our business does not grant you any right whatsoever into any of the foregoing or our property.

You acknowledge that we may now, or in the future, use machine learning models, large language models, and other artificial intelligence technologies in connection with the Services, including to provide automated feature sets such as object recognition (for example, identifying doors, windows, or other elements within captured spatial data or images). Such artificial-intelligence-powered features are provided on an “as is” basis, may change or be added, modified, or removed over time, and remain subject to the disclaimers set forth elsewhere in these Terms, including the “Critical Industry Disclaimers” and “No Warranties” sections.

5. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. Prohibited activities include, but are not limited to:

· Systematically retrieving data or other content from the App or the Site to create or compile a collection, compilation, database, or directory without written permission from us.

· Making any unauthorized use of the App or the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited marketing communications.

· Using the App or the Site to advertise or offer to sell goods and services.

· Copying the App.

· Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services.

· Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof.

· Remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof.

· Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any feature or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time.

· Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

· Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent.

· Frame, mirror, or otherwise incorporate the Services or any portion of the Services as part of any other mobile application, website, or service.

· Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.

· Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.

· Use the Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

6. Collection and Use of your Information

By accessing, downloading, or using the Services, you confirm that you understand and acknowledge that your personal information will be collected, shared, and otherwise processed in accordance with our Privacy Policy, including automatic means (including, for example, cookies and web beacons) to collect information about a mobile device that you use to download and use the App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the App or certain of its features or functionality.

7. No Warranties

We, our directors, officers, employees, suppliers, affiliates, agents, representatives, and licensors (the “Company Parties”) grant no warranties and disclaim any responsibility for any harm resulting from your use of the Site, App, or Our Content. The information presented on or through the Site or

App, including text, images, and links, is made available “as is” by us solely as a convenience to you without warranty of any kind for general information purposes. We expressly disclaim all warranties, whether express, implied, statutory, or otherwise, with respect to the App, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the App will meet your requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error-free, or that any errors or defects can or will be corrected.

Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Site or App, or by anyone who may be informed of any Content. Content is updated frequently, including based on interaction with users of the Site or App, but Content is not necessarily complete or up-to-date. Any of the information on the Site or App may be out of date at any given time, and we are under no obligation to update such information. The Company Parties assume no responsibility for errors or omissions in the Site, App, Content, or other documents which are referenced by or linked to the Site or App. The Site or App could include technical or other inaccuracies, and not all products or services referenced on the Site or App are available in all areas. Changes are periodically added to the information, and we may change the products or services described in the Site or App at any time.

8. Limitation Of Liability; Remedy

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

The Company Parties shall not have any liability arising from or related to your use of or inability to use the App or Our Content and Services for: (a) personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, incidental, indirect, exemplary, special, or punitive damages; or (b) direct damages in amounts that in the aggregate exceed the amount actually paid by you for the App.

The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or a party advised of the possibility of such damages. The exclusion of damages under this section is independent of any remedy provided under these terms and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable.

Certain laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have additional rights to those contained herein.

9. Indemnification

You agree to indemnify, defend and hold harmless each of the Company Parties from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party due to, arising out of or related to your (a) use of the Site or App, (b) violation of these Terms, or (c) violation of any law, regulation or third party rights. You shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Company Parties in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.

10. Term and Termination

These Terms shall remain in full force and effect while you use the Services or otherwise maintain an active account on our Site or in the App. We reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the App (including blocking certain IP addresses) to any person for any reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. In addition, your rights granted under these Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms.

Upon termination:

· all rights granted to you under these Terms will also terminate; and

· you must cease all use of the App and delete all copies of the App from your mobile device and account.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in the City of Savannah and County of Chatham. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

12. Export Regulation

The App may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the App to, or make the App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the App available outside the US.

13. Entire Agreement

These Terms and our Privacy Policy constitute the entire agreement between you and us with respect to the Services and supersede and replace all prior agreements. The section titles in these Terms are for convenience only and have no legal or contractual effect.

14. Not for Children

You must be at least 13 years old to use the Services. If you are not yet 13, do not use (or

continue to use) the Site or App, except through and with the consent of your parent or guardian.

15. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be

illegal, invalid, or unenforceable, then all other provisions shall remain in full force and

effect.

16. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any

power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

17. Third Party Liability And Beneficiaries

You acknowledge and agree these Terms are between you and us and may not be enforced against any of our licensors, including without limitation any app store host. Any conflict in these terms and those minimum or required terms of any app store host, the app store host’s terms will govern.

Notwithstanding the preceding paragraph, any applicable app store host and its affiliates are third party beneficiaries of these Terms as they apply to your use of the App, and that, upon your acceptance of these Terms, the app store host and its affiliates will have the right (and will be deemed to have accepted the right) to enforce these Terms respect to the App against you with as a third party beneficiary of these Terms.

18. Contact Information

In order to resolve a complaint regarding the Site or the App or to receive further information regarding use of the Site or the App, please contact us at Zenith Point Innovations, info@zenithpointinnovations.com.