Tavily for Startups Program Terms

1. Introduction and Acceptance

PLEASE READ THE FOLLOWING CAREFULLY. THESE TAVILY FOR STARTUPS PROGRAM TERMS AND CONDITIONS (THE "TERMS") GOVERN APPLICATIONS TO AND PARTICIPATION IN THE TAVILY FOR STARTUPS PROGRAM (THE "PROGRAM"), OFFERED BY ALPHAAI TECHNOLOGIES INC. D/B/A TAVILY ("TAVILY") TO YOU, WHETHER AS AN INDIVIDUAL, COMPANY, OR OTHER LEGAL ENTITY, AS IDENTIFIED BY THE INFORMATION YOU PROVIDED WHEN SUBMITTING THE APPLICATION, CREATING AN ACCOUNT OR COMMUNICATED TO TAVILY (“YOU”, “YOUR”, OR “PARTICIPANT”), PROVIDED APPROVED BY TAVILY.

BY SUBMITTING AN APPLICATION CLICKING “I ACCEPT”, “I AGREE”, “CONTINUE”, “REGISTER”, “NEXT”, OR ANY SIMILAR BUTTON, BY CHECKING A BOX, BY CREATING AN ACCOUNT, OR BY OTHERWISE PARTICIPATING IN THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Tavily may verify your identity, authority, and eligibility at any time.

These Terms incorporate by reference the Tavily Website Terms of Use available at https://www.tavily.com/website-terms (the "Website Terms"). Capitalized terms used but not defined in these Terms have the meanings given in the Website Terms. Any matter not addressed in these Terms, including limitation of liability, indemnification, ownership, governing law and jurisdiction, and independent contractor status, is governed by the Website Terms. If a provision of these Terms conflicts with a provision of the Website Terms, these Terms prevail solely with respect to the Program. With respect to the Program, any reference in the Website Terms to those terms includes these Terms.

2. Program Overview

The Program supports eligible startups that meet the criteria in Section 3. Subject to Tavily's approval on a case-by-case basis and these Terms, benefits may include Tavily API credits (“Credits”), limited technical support, access to founder and investor networks, and selected go-to-market opportunities (collectively, "Benefits"). The particular Benefits, Credit allocation, activation date, and participation period applicable to you will be confirmed by Tavily in writing (the “Acceptance Notice”), and Tavily may modify, reduce, or discontinue any Benefits from time to time in its sole discretion.

The Program is not a referral, commission, reseller, or investment program. Participation does not entitle any person to any payments, gift cards, funding, investment, or compensation.

3. Eligibility and Application Requirements

The Program is intended for early-stage, venture capital-backed startups building AI agents or applications using large language models, typically from pre-seed through Series A. Tavily determines eligibility and acceptance in its sole discretion and may approve exceptions, impose additional criteria, or request supporting information.

You must apply through Tavily's approved application process and provide the requested information, which may include your company name, website, business contact details, funding stage, venture capital backers, proposed use case, and Tavily account details. Tavily may request additional information to assess eligibility, verify authority, or administer the Program.

You are responsible for ensuring that information you submit is accurate, lawful, current, and complete, and for promptly notifying Tavily of material changes affecting your eligibility. Do not submit confidential, sensitive, proprietary, regulated, or personal information unless you have all rights and permissions necessary to share it for the purposes of the Program. Tavily has no obligation to accept additional confidentiality restrictions through an application.

4. Permissions and Program Communications

You represent and warrant that you have provided all notices and obtained all consents, permissions, and authorizations required to share application information and contact details with Tavily and to permit Tavily and its representatives to contact the relevant individuals about the application, Program participation, Benefits, and related services. You agree to indemnify and hold Tavily harmless against claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from your failure to obtain required consents or authorizations.

You must comply with applicable privacy, electronic communications, anti-spam, marketing, and data protection laws. Tavily’s processing of personal information is described in Section 14.

5. Application Review and Program Administration

Tavily may review applications on a rolling basis and record applications, acceptance decisions, Benefits, and usage in its systems of record. Tavily's records and determinations concerning eligibility, duplicate applications, allocations, activation, expiration, and Program administration will be binding to the extent permitted by law.

Tavily may accept, reject, defer, or disqualify any application for any reason or no reason in its sole discretion, including applications that are incomplete, inaccurate, duplicative, abusive, fraudulent, or inconsistent with these Terms. Tavily has no obligation to disclose review criteria, internal assessments, or reasons for its decisions. Acceptance is effective only upon delivery of an Acceptance Notice.

6. Credits and Benefit Conditions

Credits may be used only by the Participant through the Tavily account designated in the Acceptance Notice and only for the Tavily API services identified in the Acceptance Notice or, if none are identified, Tavily’s generally available API services (“Eligible Services”). Unless the Acceptance Notice states otherwise, Credits are available for six (6) months from the activation date stated in the Acceptance Notice (the “Activation Date”) and expire at the end of that period. Tavily may allocate (subject to the Tavily’s sole discretion) up to 100,000 Credits, and the actual allocation will be stated in the Acceptance Notice. Credits are consumed at Tavily’s then-current published credit usage rates for the Eligible Services. Credits, and your use of the Eligible Services through Credits, are governed by the Tavily Platform Terms of Use available at www.tavily.com/terms (the “Platform Terms”), in addition to these Terms.

Credits and other Benefits have no cash value, are not refundable, and may not be sold, assigned, transferred, exchanged, redeemed for cash, or applied to past charges or outstanding balances. Unused Credits do not roll over or give rise to any refund or compensation. Benefits may not be combined with other discounts, credits, or offers unless Tavily approves in writing. You may not submit multiple applications, create multiple accounts, misstate eligibility, or use affiliated entities to obtain additional Benefits, and Tavily may treat affiliated entities as a single Participant for Program purposes.

The Program does not waive payment obligations under the Tavily terms of service or any other agreement governing your use of Tavily’s services (the “Service Agreement”). Tavily may request information reasonably necessary to activate, administer, or validate Benefits. You are solely responsible and liable for all applicable taxes, duties, levies, withholdings, reporting obligations, and similar charges arising from participation or receipt or use of Benefits (“Taxes”), other than taxes imposed on Tavily's net income. You will indemnify, defend, and hold harmless Tavily and its affiliates from and against any Taxes, together with any related interest, penalties, claims, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from your failure to pay or report such Taxes.

7. Support and Go to Market Opportunities

Technical support, network access, and go-to-market Benefits are subject to availability and Tavily's selection, scheduling, scope, and resource allocation. Unless expressly agreed in a separate writing, they do not include dedicated engineering resources, custom development, service levels, guaranteed response times, or guaranteed introductions. Tavily is not required to feature any Participant, publish any content, enter into a commercial arrangement, procure third-party participation, or secure customers, funding, revenue, or investment. Third-party benefits may be subject to separate eligibility requirements and terms. Any additional obligations concerning joint campaigns, case studies, or other activities must be expressly agreed in writing.

8. Participant Name and Logo Consent

By accepting these Terms, you grant Tavily a non-exclusive, royalty-free, worldwide license to use, publish, and display your company name, trademarks, and logos in connection with the Program, including to identify you as a Participant in the Program and/or as a Tavily customer (the “Name and Logo Consent”), including on Tavily's website, customer lists, social media, digital and print marketing materials, advertisements, presentations, sales materials and event materials. The Name and Logo Consent continues after your participation ends, except that Tavily will cease new uses within a reasonable period after receiving your written request; Tavily is not required to recall or modify materials already published or distributed.

Feedback. You hereby irrevocably assign to Tavily all right, title, and interest, including all intellectual property rights, in and to any feedback, suggestions, ideas, recommendations, or other input you provide regarding the Program or Tavily's products or services ("Feedback"). To the extent any rights in the Feedback cannot be assigned, you waive any rights in the Feedback and grant Tavily a perpetual, irrevocable, worldwide, exclusive, transferable, sublicensable, fully paid, royalty-free license to use and otherwise exploit the Feedback for any purpose. Tavily may use the Feedback without restriction, attribution, or compensation to you, and Feedback is not your confidential information. You will execute any documents reasonably necessary to give effect to this assignment.

Case Studies. Either party may develop and publish case studies describing your participation in the Program. Each party grants the other a non-exclusive, royalty-free, worldwide license to use its name, trademarks, and logos in those case studies and related promotional materials. Each case study is subject to the other party's prior written approval, which shall not be unreasonably withheld or delayed. Any use of Tavily's name, trademarks, or logos must comply with Tavily's brand usage guidelines available at: https://www.tavily.com/brand. This license does not limit the Name and Logo Consent.

9. Restrictions on Conduct

You must participate lawfully, honestly, professionally, and ethically. You mus not:

• make false, misleading, deceptive, unsupported, or disparaging statements about Tavily, its products, customers, competitors, or the Program;
• misrepresent your relationship with Tavily or claim to be Tavily's employee, agent, reseller, representative, partner authorized to bind Tavily, or authorized negotiator;
• make or promise any offer, discount, warranty, refund, product commitment, legal commitment, or other obligation on Tavily's behalf;
• use spam, bots, automated or fabricated applications, purchased contact lists, or other abusive methods to apply for or obtain Benefits;
• pressure any person to engage with Tavily or share information with Tavily;
• use Tavily's names, logos, trademarks, product names, marketing materials, or other brand assets except as expressly authorized by Tavily in writing and in accordance with its usage guidelines;
• resell or commercially distribute Credits or account access, circumvent usage limits, or use the services in violation of the Service Agreement; or
• take action that may damage Tavily's goodwill, reputation, business relationships, systems, or legal compliance.

10. Compliance with Laws

You are solely responsible for ensuring that your participation and receipt and use of Benefits comply with applicable laws, rules, regulations, and organizational policies. As a condition of participation, you represent, warrant, and covenant that:

• Export controls and sanctions. You will comply with applicable export control, re-export, import, sanctions, trade embargo, anti-boycott, and restricted-party laws and regulations. You will not participate or use Benefits in connection with any prohibited jurisdiction, sanctioned party, restricted end user, prohibited end use, or transaction requiring a license or authorization that has not been obtained.
• Organizational approvals. Your participation, acceptance of these Terms, grant of the Name and Logo Consent, and receipt of Benefits are permitted under your organizational policies, codes, procurement requirements, confidentiality obligations, and contractual restrictions. You have obtained all required internal approvals.
• Conflicts and public sector restrictions. You will not participate if doing so creates an actual, potential, or perceived conflict of interest or violates applicable anti-bribery, anti-corruption, procurement, or ethics rules. You must disclose any government, public sector, state-owned enterprise, or public international organization status relevant to your participation. Benefits must not be offered or used to improperly influence any person or decision.
• Certifications and corporate policies. You will provide compliance certifications and reasonable supporting information upon Tavily’s request, and you will comply with the applicable Nebius group corporate policies available at https://nebius.com/corporate-policies.

11. Disqualification, Suspension, and Termination

Tavily may suspend or terminate your participation in the Program, reject or disqualify a Participant, or withhold, cancel, or recover any Benefits if Tavily determines in its sole discretion that you violated these Terms, submitted an ineligible or fraudulent application, acted abusively or unlawfully, failed to obtain required consents or approvals, created a compliance concern (including where participation may violate law, policy, or Tavily’s compliance requirements), or otherwise harmed or risked harm to Tavily’s customers, prospects, reputation, or the Program. Tavily may exercise these rights without prior notice and without liability to you. Upon any suspension, termination, or expiration of your participation, all unused Credits and other Benefits are immediately forfeited, and you will pay Tavily, at its then-current rates, for any Credits or Benefits obtained or used in violation of these Terms. Sections 4, 8, 10, 11, 13, 14, and 15, and any other provisions that by their nature should survive, survive any termination or expiration.

12. Program Changes

Tavily may update, suspend, limit, or end the Program or these Terms at any time without prior notice, unless applicable law requires otherwise. Changes will apply prospectively unless Tavily states otherwise or applicable law allows otherwise. Your continued participation in the Program or use of any Benefits after an update constitutes acceptance of the updated Terms.

13. Disclaimer

THE PROGRAM, APPLICATION PROCESS, BENEFITS (INCLUDING CREDITS, SUPPORT, INTRODUCTIONS, AND PROMOTIONAL OPPORTUNITIES), ANY MATERIALS PROVIDED BY TAVILY IN CONNECTION WITH THE PROGRAM, AND RELATED PROGRAM ACTIVITIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAVILY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY, ACCURACY, AND COURSE OF DEALING OR USAGE OF TRADE.

TAVILY DOES NOT GUARANTEE ACCEPTANCE, CONTINUED ELIGIBILITY, UNINTERRUPTED BENEFITS, OR ANY MINIMUM NUMBER OF INTRODUCTIONS, CUSTOMERS, TRANSACTIONS, INVESTMENTS, OR REVENUES. NO REPRESENTATION ABOUT A PROGRAM OPPORTUNITY CONSTITUTES A PROMISE OF A BUSINESS OUTCOME.

14. Privacy

Tavily will use personal information collected or obtained in connection with the Program in accordance with its Privacy Policy at https://www.tavily.com/privacy (the “Privacy Policy”), which is incorporated here by reference. You acknowledge the Privacy Policy and that personal information you provide or make available may be processed as described in it, including for Program administration, eligibility review, support, compliance, recordkeeping, fraud prevention, and related business purposes, subject to applicable law.

15. General

These Terms, together with the incorporated Website Terms and Privacy Policy, constitute the entire agreement concerning the Program and supersede prior or contemporaneous oral or written understandings concerning it, except for a separate written agreement executed by the parties that expressly supersedes these Terms. No Program description, discussion, or application creates any commitment beyond these Terms and Tavily's express written approval, subject to its rights under these Terms.

16. Contact

Questions about the Program may be sent to support@tavily.com.