This Service Agreement (the “Agreement”) is entered into by and between The Cypher Group LLC, dba Catchword, a California limited liability company with an address at 3645 Grand Avenue, Suite 206, Oakland, CA 94610 (“Catchword”), and the individual or entity identified as the client in the account registration process (“Client”). This Agreement is effective as of the date the Client electronically accepts it by clicking “I agree” or a similar button during the account creation or onboarding process (the “Effective Date”). Catchword and Client are each referred to herein individually as a “Party” and collectively as the “Parties.”

The Parties hereby agree as follows:

1. The Service. Pursuant to the terms of this Agreement, Catchword shall provide Client its Naimer services, a name development service that incorporates artificial intelligence tools and human analysis to generate potential names based on Client inputs (the “Services”).
2. Fees and Payment. As consideration for the Services, Client shall pay Catchword the fees described in the SOW. All amounts shall be due upon receipt of Catchword’s invoice. The description of the fees and other charges in the SOW are exclusive of any applicable taxes.
3. Confidentiality. Each party (the “Receiving Party”) shall keep confidential and not disclose or otherwise make available to any third party any confidential information, advice or material of any nature that is provided or made available by the other party (the “Disclosing Party”), including but not limited to, any written reports or other data, without the prior written consent of the Disclosing Party. The Receiving Party shall use such confidential information of the Disclosing Party solely to exercise its rights and fulfill its obligations under this Agreement. The obligations set forth in this Section shall continue with respect to each item of the Disclosing Party’s confidential information until such time as the confidential information: a.) becomes publicly known through no fault of the Receiving Party; b.) is independently developed by the Receiving Party without use of or reference to the confidential information, as demonstrated by documentary evidence; c.) is disclosed to the Receiving Party by a third party not in violation of any confidentiality obligation. Notwithstanding anything in this Agreement to the contrary, any confidential information that constitutes a “trade secret” as defined under applicable law shall remain subject to the confidentiality obligations set forth herein until the later of the date: x.) such confidential information no longer qualifies as a “trade secret” under applicable law; and y.) such time as the confidential information meets one or more of the criteria in items a.) – c.) above.
4. If either Catchword or the Client is requested or required by any legal or investigative process to disclose any information that it is not permitted to disclose, that party shall provide the other with prompt notice of each such request and the information requested so that the other party may seek to prevent disclosure or the entry of protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such information that it is advised by its counsel is legally required to be disclosed.
5. Proprietary and Confidential Information. Catchword owns all rights, title, and interest in and to its name development process, including all underlying software, technology, and intellectual property rights therein. Catchword’s Naimer name development process is proprietary. Any document or disclosure describing its process or service fees is deemed the proprietary and confidential information of Catchword. Proprietary and confidential information may not be disclosed, except to Client employees and authorized consultants directly involved in the naming process or in processing payment, and shall not be duplicated, except in connection with the foregoing.
6. Client Responsibilities for Legal Clearance, Federal and State Trademark Registrations, Domain and Social-Media Clearance, and Registrations with Local and State Governments. Client acknowledges that names presented by Catchword are unscreened for trademark, domain-name, linguistic, or cultural viability or usability. Client assumes all legal responsibility for screening and ascertaining the domestic and international availability, registrability, and usability of any and all names presented by Catchword. Catchword makes no representations or warranties to Client as to the availability or suitability of the names presented to the Client for use or registration as an International or United States Federal or State trademark, service mark, trade name or corporate name. Further, Catchword makes no representations or warranties as to the registrability or viability of any presented names with respect to any Secretaries of State or Local or Federal Governments, inside or outside the United States or to the availability or registrability of any names as domain names or social-media handles. Client shall have sole responsibility for ensuring that selected work products are registrable as trademarks, other intellectual property, or otherwise, and do not infringe the rights of any third party. Nothing in Catchword’s communications or work product shall be construed as legal advice, and Client should consult independent legal counsel regarding any and all trademark, domain name, business name, registration, and other legal issues.
7. Client Responsibilities for Linguistic and Cultural Appropriateness and Suitability. Client assumes all responsibility for ascertaining the linguistic and cultural appropriateness and viability of any and all names presented by Catchword, including pronunciation and potential negative meaning and associations. Because language and slang are highly complex and constantly evolving and each Client’s situation is unique, Catchword does not and cannot represent or warrant that its names are free from negative connotations, unexpected or unintended meanings or associations, difficult pronunciation, or spelling issues in any language or culture.
8. Other Disclaimers. All names and other work product are provided “as-is” without warranty of any kind. Catchword expressly disclaims any and all other representations and warranties regarding names and other work product presented to Client, including, without limitation, merchantability, fitness for a particular purpose and non-infringement, and any warranty that Catchword is the owner or rights holder of any names, trademarks, domain names, or other intellectual property associated with the names presented.
9. Client Warranties. Client warrants that all information provided to Catchword, including but not limited to business details and product information, is accurate, lawful, and free from violations of third-party rights.
10. AI-Generated Output. Client acknowledges that the Naimer service uses artificial intelligence (AI) in combination with human expertise to generate name candidates. As AI technology is constantly evolving and sometimes unreliable, Catchword does not guarantee the accuracy, originality, or exclusivity of Naimer names, or the accuracy or completeness of the accompanying rationale. Further, Client acknowledges that Naimer’s outputs may include names that are inadvertently similar or identical to existing trademarks or names. Catchword disclaims any and all liability for provided names, including but not limited to for names that are identical or similar to existing trademarks.
11. Rights in Work Product. Upon full payment to Catchword, Client shall be free to use and further develop the Catchword Naimer-generated name candidates as it sees fit. Client acknowledges that all name candidates are provided as suggestions only, and that Provider does not make any representations or warranties regarding non-infringement, legal availability, domain-name availability, trademark status, or linguistic or cultural suitability of any name candidate. Client is solely responsible for conducting all necessary clearance, due diligence, and risk assessments prior to using any name.
12. Catchword may recommend the same or similar name candidates to multiple clients and makes no guarantee that any name presented to Client will be unique or withheld from other clients. Due to the volume of names generated for each client and the responsibility of each client to independently evaluate and clear names, it is not feasible for Catchword to track or restrict the reuse of any name candidate.
13. Data Collection. Client agrees that Catchword may use data submitted by Client for the purposes of improving its services and developing insights, provided that such data is not sold or disclosed in any form that can be linked back to Client.
14. Advertising and Promotion. Catchword may advertise, promote, and reference Client’s selected name on its website and in marketing materials, and may state that the name was developed using the Naimer process, without further permission from Client. However, Catchword will not disclose any additional information about the name or Client, including the fee paid for the Naimer service, unless required to do so by law. Client grants Catchword a non-exclusive, royalty-free, worldwide license to use the selected name for these promotional purposes.
15. Understanding of Scope of Services Provided. Client acknowledges that the Naimer service is an AI-enhanced naming service and is a more limited service than other offerings provided by Catchword.
16. Non-Contingent Payment. Client acknowledges that the process of selecting and launching a new name involves numerous factors outside of Catchword’s control, including delays and cancellations of product launch, human subjectivity, trademark and domain availability, and others. Fees for Services are not contingent on project outcome, and shall be due regardless of whether Client selects or adopts a name. Payments are not subject to refund under any circumstances once the Services have been rendered.
17. Indemnification. Client shall indemnify, defend, and hold harmless Catchword, its directors, officers, employees, contractors, and other agents (collectively “Indemnified Persons”) from and against any and all claims, liabilities, losses, damages, costs, demands, judgments, actions, causes of action, and expenses (including reasonable legal fees and disbursements) (“Losses”) relating to or arising from services provided to Client.
18. Third-Party Limitations. Catchword may provide Client with references to or recommendations of third-party service providers, including but not limited to legal, trademark, linguistic, or cultural evaluation services. Client acknowledges and agrees that such references or recommendations are provided solely for convenience and informational purposes, and Catchword makes no representations, warranties, or guarantees regarding the quality, suitability, reliability, or results of the services provided by any third party. Client assumes full responsibility for engaging, vetting, and contracting with any such third-party service providers and shall hold Catchword harmless from any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to the work, advice, or services provided by such third parties, including, without limitation, claims of negligence, misrepresentation, infringement, or breach of contract. Catchword shall not be liable for any direct, indirect, incidental, or consequential damages arising from Client’s use of third-party services, even if Catchword was advised of the possibility of such damages.
19. Limitation of Liability. Catchword shall not, under any circumstances, be liable for consequential, incidental, exemplary, punitive or special damages, including loss of profits or savings, loss of use, or any other commercial loss, arising out of this Agreement or otherwise providing services to Client. In no event shall Catchword’s aggregate liability (whether based on any action or claim in contract, tort, or otherwise) to the Client arising out of or relating to this Agreement exceed the amount paid to Catchword under the SOW.
20. Force Majeure. Except with respect to an obligation to pay fees due, neither party shall be in breach of the Agreement if there is a total or partial failure by it in its duties and obligations occasioned by any act of God, fire, act of government, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labor disputes of whatever nature, or any other reason beyond its reasonable control. In the event of delay in performance due to any such cause, the date of the delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.
21. Severability. If any portion of this Agreement is held to be invalid for any reason, the remainder of this Agreement shall remain in full force and effect.
22. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California, without giving effect to the choice of law rules thereof. The Parties agree that the sole and exclusive venue and jurisdiction for any action arising from or relating to this Agreement shall be in a court of competent jurisdiction in Alameda County, California
23. Independent Contractor. Neither Party shall be deemed to be an employee, agent, or partner of the other in connection with this Agreement. Neither Party shall have any right or authority to assume or create any obligation or responsibility, either express or implied, on behalf of the other Party. The Parties shall be and remain independent contractors with respect to this Agreement.
24. Conflicts of Interest. Client acknowledges and agrees that it is the nature of Catchword’s business to work with multiple clients within the same or similar industries, including those whose interests may be competitive with or adverse to Client’s. Nothing, whether in this Agreement or otherwise, shall prevent Catchword from serving any such clients at any time — past, present, or future. Client expressly authorizes and permits Catchword to work with other clients regardless of industry, including but not limited to those in the same or similar industries, and those whose interests may be directly or indirectly competitive with or adverse to Client’s. In all cases, Catchword will maintain the confidentiality of Client’s information and will adhere to appropriate non-disclosure procedures to protect all client confidences.
25. Modification of Terms. Catchword may modify this Agreement from time to time by providing notice to Client. Any such modifications shall become effective upon Client’s acceptance. Client will be required to review and affirmatively agree to the modified terms (e.g., by clicking “I agree” or similar) before continuing to access or use the applicable services.
26. Miscellaneous. This Agreement represents the entire and integrated agreement between Client and Catchword and supersedes all prior negotiations, representations or agreements, either written or oral, relating to the subject matter hereof. All waivers must be in writing, signed by the Party against whom enforcement thereof is sought. No waiver by any Party hereto, whether express or implied, of its rights under any provisions of this Agreement shall constitute a waiver of such Party’s rights under such provision at any other time or a waiver of such Party’s rights under any other provision of this Agreement. No failure by any party hereto to take action with respect to any breach of this Agreement or default by another Party hereto shall constitute a waiver of the first Party’s right to enforce any provision of this Agreement or to take action with respect to such breach or default or any subsequent breach or default by such other party. Neither Party may assign this Agreement absent the prior written consent of the other Party, except that Catchword may assign this Agreement without such consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or stock. This Agreement is intended for the sole benefit of the Parties and does not create any rights in any third parties. Any provisions of this Agreement that by their nature should survive termination shall so survive, including but not limited to provisions concerning confidentiality, intellectual property ownership, and limitation of liability.

Version: 6.10.2025