Effective: January 2026

This agreement ("Agreement") is between Bubba AI, Inc. d/b/a Comp AI ("Comp AI," "we," "us") and the entity or person agreeing to these terms ("Customer," "you"). By using our services, you agree to these terms.

1. Services

1.1 Platform Access

Comp AI provides a compliance automation platform for SOC 2, ISO 27001, HIPAA, and GDPR. We grant you a non-exclusive, non-transferable license to access and use the Services during your subscription term for your internal business purposes.

1.2 Service Level

We commit to platform availability as described in our Service Level Agreement.

1.3 Support

We provide commercially reasonable support during your subscription via email ([email protected]) and your dedicated Slack channel.

2. Customer Responsibilities

2.1 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify us immediately of any unauthorized access.

2.2 Authorized Users

You may permit your employees, contractors, and agents to access the Services. You are responsible for their compliance with this Agreement. Account sharing between users is prohibited.

2.3 Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose
• Reverse engineer, decompile, or attempt to extract source code
• Interfere with or disrupt the Services
• Share access with competitors
• Use automated tools to scrape or extract data
• Sublicense, resell, or transfer your access
• Introduce malicious code

We may suspend access for violations.

2.4 Your Data

You retain ownership of all data you upload to the Services ("Customer Data"). You grant us a license to use Customer Data solely to provide the Services. You represent that you have the rights to provide this data and that it doesn't infringe third-party rights.

3. Fees and Payment

3.1 Fees

Fees are specified in your Order Form. All fees are in U.S. dollars, non-cancelable, and non-refundable except as expressly stated in this Agreement (including the Money Back Guarantee) or required by law.

3.2 Commitment Period

All subscriptions have a minimum 12-month commitment period regardless of billing frequency. Whether you pay monthly, quarterly, or annually, you are obligated to pay for the full commitment period specified in your Order Form.

3.3 Payment Terms

Payment is due as specified in your Order Form. We may suspend access for accounts more than 30 days past due.

3.4 Taxes

Fees exclude taxes. You are responsible for all applicable taxes except for taxes based on our net income.

4. Term and Renewal

4.1 Subscription Term

Your subscription begins on the start date in your Order Form and continues for the term specified.

4.2 Renewal

Subscriptions automatically renew for successive one-year periods unless either party provides written notice at least 30 days before the end of the current term.

4.3 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches and fails to cure within 30 days of written notice.

4.4 Effect of Termination

Upon termination, your access ends immediately. We will delete your Customer Data within 30 days unless you request its return or applicable law requires retention.

4.5 Refund Upon Termination for Cause

If you terminate this Agreement due to our uncured material breach, we will refund a pro-rata portion of prepaid fees for the unused portion of the subscription term.

5. Intellectual Property

5.1 Our IP

We own all rights to the Services, including software, documentation, and improvements. Nothing in this Agreement transfers ownership of our intellectual property to you.

5.2 Feedback

If you provide suggestions or feedback, we may use it without obligation to you.

5.3 Aggregated Data

We may collect and use aggregated, anonymized data derived from your use of the Services to improve our products. This data will not identify you or your users.

6. Confidentiality

Each party agrees to protect the other's confidential information with reasonable care and not to disclose it except as necessary to perform this Agreement or as required by law (with notice where permitted).

7. Data Protection

We process personal data in accordance with our Data Processing Agreement and Privacy Policy.

8. Warranties and Disclaimers

8.1 Our Warranty

We warrant that the Services will perform materially as described in our documentation during your subscription term. If we breach this warranty, we will use commercially reasonable efforts to correct the non-conformity.

8.2 Your Warranty

You warrant that you have the authority to enter this Agreement and that your use of the Services will comply with applicable laws.

8.3 Disclaimer

Except as expressly stated above, the Services are provided "as is." We disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Services are tools to assist with your compliance program. We do not guarantee that you will achieve any particular certification or compliance outcome. You remain solely responsible for your compliance obligations.

8.4 AI Features Disclaimer

Certain features of the Services use artificial intelligence and machine learning. We do not warrant the accuracy, completeness, or reliability of AI-generated content, recommendations, or outputs. You are responsible for reviewing and validating any AI-generated output before relying on it.

9. Indemnification

9.1 By Comp AI

We will defend you against third-party claims that the Services infringe their intellectual property rights, and pay damages finally awarded (or settlements we approve). If infringement is likely, we may modify the Services, procure continued rights, or terminate your subscription with a pro-rata refund.

9.2 By Customer

You will defend us against third-party claims arising from your Customer Data or your breach of this Agreement, and pay damages finally awarded.

9.3 Conditions

Indemnification requires prompt notice, sole control of the defense, and reasonable cooperation.

10. Limitation of Liability

10.1 Exclusion of Damages

Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.

10.2 Liability Cap

Each party's total liability under this Agreement will not exceed the fees paid by Customer in the 12 months preceding the claim.

10.3 Exceptions

These limitations do not apply to: (a) breach of confidentiality obligations, (b) indemnification obligations, (c) your payment obligations, or (d) violations of Section 2.3 (Acceptable Use).

11. General

11.1 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or infrastructure failures. This does not excuse payment obligations.

11.2 Assignment

You may not assign this Agreement without our consent, except to an affiliate or in connection with a merger or acquisition. We may assign freely.

11.3 Governing Law

This Agreement is governed by the laws of Delaware, without regard to conflict of law principles. Disputes will be resolved in the state or federal courts in Delaware.

11.4 Entire Agreement

This Agreement, including Order Forms and referenced policies, constitutes the entire agreement between us. It supersedes all prior agreements on this subject.

11.5 Amendments

We may update these terms by posting a revised version. Material changes will be communicated with at least 30 days' notice. Continued use after the effective date constitutes acceptance.

11.6 Notices

Notices to us should be sent to [email protected] or:

Bubba AI, Inc. 2261 Market Street San Francisco, CA 94114

We may send notices to the email address on your account.

11.7 Severability

If any provision is unenforceable, the remaining provisions remain in effect.

11.8 Waiver

Our failure to enforce a provision is not a waiver of our right to enforce it later.

11.9 Export Compliance

You agree to comply with all applicable export and import laws and regulations, including the U.S. Export Administration Regulations (EAR) and sanctions programs administered by OFAC. You represent that you are not located in, or a national or resident of, any country subject to U.S. trade sanctions, and are not on any U.S. government restricted party list.

Contact

Questions about these terms? Contact us at [email protected].