Terms & Conditions

(a) Eligibility.The “Founding Member” Pre-Launch Offer (the “Offer”) is available exclusively to legal residents of the United States who are eighteen (18) years of age or older at the time of purchase. Participation is restricted to individuals who maintain a primary residence within the United States. Sentia Holdings Inc. (the “Company”) reserves the right to verify eligibility and to void any registrations that do not meet these criteria.

(b) Sanctions and Export Compliance. The Member represents and warrants that the Member is not (i) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. economic sanctions (including, currently, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine); or (ii) identified on any U.S. government list of restricted parties, including the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce’s Denied Persons List or Entity List. Any registration in violation of this representation is void.

(a) Expiration.To qualify for the Founding Rate (defined below) and the associated perks, eligible registrants must complete the pre-purchase transaction no later than June 15, 2026, at 11:59 PM EDT (the “Expiration Date”).

(b) Early Termination by the Company. The Company may, in its sole discretion, terminate or modify the Offer prior to the Expiration Date if the internal enrollment capacity for the Founding Member cohort is achieved or for any other reason the Company deems appropriate. Any such early termination shall be prospective only and shall not affect the rights of Members who completed enrollment prior to the termination date. Such pre-existing Members shall retain all rights and benefits under this Agreement, including the Founding Rate, on the terms set forth herein.

(a) Founding Rate. Eligible Founding Members shall be entitled to a fixed annual subscription rate of $99.00 USD (the “Founding Rate”) in lieu of the then-current standard subscription rate (the “Standard Rate”), which as of the date of this Offer is $359.88 USD per year (billed as $29.99 monthly).

(b) Guaranteed Period. The Company commits to making the Service available to Founding Members at the Founding Rate at least through December 31, 2031 (the “Guaranteed Period”), and thereafter for so long as the Company continues to actively offer the Service to the general public.

(c) Proportional Adjustment. The Founding Rate represents an approximate 72% discount off the Standard Rate. If the Company increases the Standard Rate, the Founding Rate may be increased proportionally to preserve substantially the same percentage discount relative to the new Standard Rate. The Company shall provide Founding Members no less than sixty (60) days’ advance written notice of any such adjustment, and any Member may cancel without penalty prior to the effective date of the adjustment and receive a pro-rata refund for any unused prepaid period.

(d) Continuity Requirement. The Founding Rate is contingent upon the maintenance of an active, uninterrupted annual subscription. Voluntary cancellation, lapse of more than thirty (30) days due to payment failure (after the Cure Period below), or any other termination of the subscription shall permanently void the Founding Rate. Re-enrollment shall be subject to the then-current Standard Rate, except as the Company may offer in a future promotion under separate terms.

(e) Payment Failure Cure Period. If a renewal payment fails, the Company will attempt to notify the Member at the email address on file at least twice within a fifteen (15) day cure period (the “Cure Period”) before treating the subscription as cancelled.

(f) Account-Based, Non-Transferable. The Founding Rate is tied exclusively to the verified Sentia account associated with the original registration and is non-transferable.

(g) Taxes and Fees. The Founding Rate is exclusive of applicable taxes, governmental fees, and any platform-specific surcharges, which remain the sole responsibility of the Member.

(a) Digital Distinction. Members shall receive a unique “Founding Member” digital badge on their user profile. The Company represents that this specific badge design will not be re-offered to future users during the Guaranteed Period.

(b) Priority Beta Access. Members will receive early access to select new features prior to general public release. Founding Members acknowledge that beta features are provided “AS IS” and “AS AVAILABLE” for testing purposes and may contain bugs.

(c) Exclusive Events and Unlocks. Members will receive periodic invitations to specialized experiences, digital unlocks, or events. The Company reserves sole discretion over the frequency, format, and content of these perks. For any in-person events, the Member is responsible for all associated travel, lodging, and incidental expenses.

(a) Payment Authorization. At the time of enrollment, the Company will charge $1.00 USD (the “Authorization Payment”) to the Member’s payment method on file to verify the card and confirm the reservation. The remaining balance of $98.00 USD (the “Launch Charge”) will be charged on the date the Application achieves Commercial Launch.

(b) Pre-Charge Notice. The Company will provide written notice to the Member by email at least seven (7) days, and no more than twenty-one (21) days, prior to processing the Launch Charge. Such notice shall state the charge amount, the anticipated charge date, and the Member’s right to cancel prior to the charge without further obligation.

(c) Pre-Launch Cancellation. At any time prior to the Launch Charge, the Member may cancel the subscription by (i) using the cancellation function in the Member’s confirmation email, or (ii) emailing contact@sentiaholdings.com from the email address associated with the Member’s account. Pre-launch cancellation will result in a full refund of the Authorization Payment, processed within fifteen (15) business days to the original method of payment, and no further amounts will be charged.

(d) Non-Launch Refund (Backstop). If the Company has not achieved Commercial Launch on or before December 31, 2026 (the “Backstop Date”), the Company will, automatically and without action required by the Member, issue a full refund of all amounts paid by the Member to the original method of payment within forty-five (45) days following the Backstop Date. This Non-Launch Refund shall be the Member’s sole and exclusive remedy for non-launch.

(e) Post-Launch Satisfaction Refund. Following Commercial Launch, a Member may request a full refund of the $99.00 USD Founding Price by emailing contact@sentiaholdings.com from the email address associated with the Member’s account within seven (7) days following the date of the Launch Charge. Refund requests submitted after this seven-day period are governed exclusively by the Company’s standard Refund Policy as set forth in the Master Terms and Conditions and EULA. Exercising the post-launch refund right shall terminate the Member’s Founding Member status and the Founding Rate, neither of which are eligible for reinstatement except pursuant to a future promotion in the Company’s discretion.

(f) Launch Charge Cure Period. If the Launch Charge cannot be successfully processed on or about the Commercial Launch date due to payment-method failure (including card expiration, insufficient funds, or technical decline), the Company will attempt to notify the Member at the email address on file and to reprocess the Launch Charge at least twice within a fifteen (15) day cure period. During this cure period, the Member’s Founding Member status and the Founding Rate shall remain in effect. If the Launch Charge cannot be successfully processed by the end of the cure period, the Company may treat the subscription as cancelled, in which event the Member shall forfeit Founding Member status and the Founding Rate. The $1.00 Authorization Payment shall be retained as a reservation fee in such circumstance.

(a) For Cause.The Company may suspend or terminate the Member’s account and access to the Service immediately, with or without notice, if the Member: (i) materially breaches this Agreement, the Master Terms and Conditions, the EULA, or any applicable Acceptable Use Policy; (ii) engages in fraudulent, abusive, or unlawful conduct; (iii) uses the Service in a manner that poses a security risk to the Company, the Service, or other users; (iv) is sanctioned, listed on a restricted-party list, or otherwise becomes ineligible under Section 1(b); or (v) initiates a chargeback or payment dispute without first attempting resolution through the Company’s customer support channels.

(b) Effect of Termination for Cause. Termination for cause shall result in: (i) immediate forfeiture of Founding Member status and the Founding Rate, with no eligibility for reinstatement except in the Company’s sole discretion; (ii) no refund of any amounts paid; and (iii) preservation of all other rights and remedies available to the Company at law or in equity.

(c) Survival. Provisions of this Agreement that by their nature should survive (including Sections 9, 10, 11, 12, 13, and 17) shall survive any termination under this Section 8.

(a) AS-IS Provision. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT, FEATURES, AND FUNCTIONS PROVIDED BY OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

(b) Disclaimer. THE COMPANY PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

(c) State-Specific Rights. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBERS IN SUCH JURISDICTIONS. IN SUCH CASES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(a) By the Member. The Member shall defend, indemnify, and hold harmless the Company Parties from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees and litigation costs) arising out of or related to: (i) the Member’s breach of this Agreement, the Master Terms and Conditions, the EULA, or any applicable Acceptable Use Policy; (ii) the Member’s misuse of the Service; (iii) the Member’s violation of any applicable law or regulation; (iv) the Member’s violation of any third-party right, including intellectual property, privacy, or publicity rights; or (v) the Member’s negligence, willful misconduct, or fraud.

(b) By the Company. The Company shall defend, indemnify, and hold harmless the Member from and against any third-party claim alleging that the Member’s authorized use of the Service (in accordance with this Agreement) directly infringes a U.S. patent, copyright, or trademark of such third party. The foregoing obligation does not apply to claims arising from: (i) the Member’s use of the Service in combination with any product, service, software, or data not provided by the Company; (ii) modifications to the Service not made by the Company; (iii) the Member’s use of the Service after notice from the Company to discontinue such use; or (iv) the Member’s content or inputs to the Service.

(c) Procedure.The party seeking indemnification (the “Indemnified Party”) shall: (i) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of the claim (provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced); (ii) grant the Indemnifying Party sole control of the defense and settlement of the claim (provided that the Indemnifying Party shall not settle any claim that imposes any obligation or admission on the Indemnified Party without the Indemnified Party’s prior written consent); and (iii) reasonably cooperate in the defense at the Indemnifying Party’s expense.

(d) Sole Remedy for Infringement Claims. If the Service becomes, or in the Company’s opinion is likely to become, the subject of an infringement claim covered by Section 10(b), the Company may, at its option and expense: (i) procure for the Member the right to continue using the Service; (ii) modify or replace the Service to make it non-infringing; or (iii) terminate the Member’s subscription and refund any prepaid amounts attributable to unused service periods. This Section 10(d) states the Company’s sole liability and the Member’s exclusive remedy for any third-party infringement claim.

(a) Cap.Subject to subsection (b), the total aggregate liability of Sentia Holdings Inc. and its affiliates, officers, directors, employees, and agents (collectively, the “Company Parties”) for any and all claims, losses, or damages arising out of or related to this Offer or the Service shall not exceed the greater of (i) the amount actually paid by the Member to the Company in the twelve (12) months preceding the event giving rise to the claim, or (ii) $100.00 USD.

(b) Carve-Outs. Nothing in this Section 11 shall limit liability for: (i) gross negligence, willful misconduct, or fraud by the Company; (ii) the Company’s indemnification obligations under Section 10; (iii) personal injury or death caused by the Company’s negligence; (iv) any liability that cannot be limited or excluded under applicable law (including, where applicable, certain state consumer-protection statutes); or (v) the Company’s obligation to issue the Non-Launch Refund pursuant to Section 6(d).

(c) Excluded Damages. To the maximum extent permitted by law, the Company Parties shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, or lost data, regardless of the legal theory and even if the Company has been advised of the possibility of such damages.

(d) Essential Basis. The parties acknowledge that the limitations in this Section 11 are an essential element of the bargain and that the Founding Rate reflects this allocation of risk.

(a) Informal Resolution. Before initiating any formal proceeding, the parties shall attempt to resolve disputes informally. The complaining party shall send written notice describing the dispute and proposed resolution to the other party (to the Company at legal@sentiaholdings.com). The parties shall confer in good faith for at least sixty (60) days following such notice. The applicable statute of limitations and any arbitration filing deadlines shall be tolled during this period.

(b) Binding Individual Arbitration. Except as set forth below, any dispute, claim, or controversy arising out of or relating to this Offer or the Service shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect. The arbitration shall be conducted in English, with the Member having the right to elect a virtual hearing or a hearing in the State of Delaware. The Federal Arbitration Act governs the interpretation and enforcement of this Section 12.

(c) Court Carve-Outs. Either party may bring an individual claim in small-claims court if the claim qualifies, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or unauthorized access to the Service.

(d) Class Action and Representative Action Waiver. THE PARTIES AGREE TO BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, INCLUDING UNDER ANY PRIVATE-ATTORNEY-GENERAL THEORY. The arbitrator may not consolidate claims of multiple persons or preside over any form of representative or class proceeding.

(e) Mass Arbitration Protocol. If twenty-five (25) or more substantially similar arbitration demands are filed against the Company within a thirty (30) day period by or in coordination with the same counsel or law firm, the parties agree to the following bellwether process: ten (10) initial cases (five selected by each side) shall proceed to arbitration first; the remaining cases shall be stayed; and following resolution of the bellwether cases, the parties shall engage in mediation for sixty (60) days regarding the remaining matters before they proceed individually.

(f) Costs.The Company shall pay AAA filing and arbitrator fees that exceed what the Member would have paid in court, except where the arbitrator finds the Member’s claim was frivolous or brought for an improper purpose.

(g) Opt-Out.A Member may opt out of this Section 12 by sending written notice to legal@sentiaholdings.com within thirty (30) days of initial enrollment. The notice must include the Member’s name, email address, and a clear statement of intent to opt out of arbitration. Opting out does not affect any other provision of this Agreement.

(h) Delegation. The arbitrator shall decide all issues, including the scope, applicability, and enforceability of this Section 12, except that a court of competent jurisdiction shall decide the validity and enforceability of the class action waiver in subsection (d).

(i) Severability. If any provision of this Section 12 is held unenforceable, that provision shall be severed and the remainder of this Section 12 shall remain in effect, except that if the class action waiver in subsection (d) is held unenforceable as to particular claims, this entire Section 12 shall be void as to those claims only, which shall then proceed in court pursuant to Section 13.

IMPORTANT — PLEASE READ. Your Founding Member subscription is an automatic-renewal subscription. By enrolling, you acknowledge and agree to the following:

Recurring Charges. Your payment method will be automatically charged $99.00 USD (or such adjusted amount as provided in Section 3) on each annual renewal date, until you cancel.

How to Cancel.You may cancel at any time by (i) using the “Cancel Subscription” function in the BAiO mobile application or in your web account at https://baio.io/account (or such other URL as the Company may designate), or (ii) emailing contact@sentiaholdings.com from the email address associated with your account. Cancellation will be effective at the end of the then-current billing period.

Renewal Reminders. At least three (3) days but no more than twenty-one (21) days before each annual renewal, the Company will send a renewal reminder email including the renewal date, charge amount, and a cancellation link.

Right to Cancel. You have the right to cancel any time before renewal to avoid being charged. Cancellation must be received before the renewal charge is processed to be effective for that renewal cycle.

(a) Modifications. The Company may modify these Terms from time to time. Material changes shall be communicated to Members by email to the address associated with the Member’s account at least thirty (30) days prior to the effective date of the change.

(b) Acceptance. Continued use of the Service following the effective date of a modification constitutes acceptance of the modified Terms.

(c) Right to Reject. A Member who does not accept a material modification may cancel the subscription prior to the effective date of the modification and receive a pro-rata refund of any prepaid amounts attributable to the unused portion of the then-current subscription period.

(d) Protected Commitments. Notwithstanding the foregoing, the Founding Rate commitment set forth in Section 3 may not be modified to the detriment of existing Founding Members except pursuant to the Proportional Adjustment mechanism expressly set forth in Section 3(c).

(a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Member may not assign this Agreement or any rights hereunder without the Company’s prior written consent. The Company may assign this Agreement, including in connection with any merger, acquisition, sale of substantially all of its assets, reorganization, or similar corporate transaction, provided that any such successor or assignee agrees in writing to be bound by the Company’s obligations under this Agreement, including the Founding Rate commitments set forth in Section 3.

(b) Service Discontinuation. If the Company determines to discontinue the Service in its entirety, the Company shall provide Founding Members no less than ninety (90) days’ advance written notice. In the event of such discontinuation, the Company shall issue a pro-rata refund of any amounts prepaid by the Member that are attributable to service periods following the discontinuation date.

(a) To the Company. Notices to the Company shall be sent by email to legal@sentiaholdings.com, with a copy to contact@sentiaholdings.com.

(b) To the Member. Notices to the Member shall be sent by email to the address associated with the Member’s account. Each Member is responsible for maintaining a current email address on file.

(c) Effectiveness. Notices are effective upon transmission, provided that no automated bounce or delivery-failure response is received within forty-eight (48) hours.

(a) Transactional Communications. By enrolling, the Member consents to receive transactional communications from the Company relating to the Member’s account and subscription, including renewal reminders, payment notifications, service updates, and security alerts. These communications are necessary to administer the Service and cannot be opted out of while the subscription remains active.

(b) Marketing Communications. Marketing communications are sent only to Members who have separately opted in to receive them. The Member may opt out of marketing communications at any time using the “unsubscribe” link in any marketing email or by emailing contact@sentiaholdings.com.

(a) Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

(b) No Waiver. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise shall preclude any other or further exercise of such right or remedy.

(c) Entire Agreement. This Agreement, together with the Master Terms and Conditions, the End User License Agreement, and the Privacy Policy (each incorporated by reference), constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, written or oral.

(d) Electronic Signatures and Records. The Member consents to the use of electronic signatures, electronic records, and electronic communications. The Member acknowledges that electronic execution of this Agreement has the same legal effect as a handwritten signature, and that electronic records may be used to satisfy any legal requirement that information be in writing.

(e) Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

(f) Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.

(g) Survival. Sections that by their nature should survive termination (including Sections 3(d), 6, 8, 9, 10, 11, 12, 13, 15, 16(d), 17, 19, and this Section 22) shall survive any termination or expiration of this Agreement.

(h) Order of Precedence. In the event of any conflict or inconsistency between this Agreement and any other document referenced herein (including the Master Terms and Conditions, the End User License Agreement, and the Privacy Policy), this Agreement shall control with respect to Founding Member-specific provisions, including the Founding Rate, the Guaranteed Period, the Non-Launch Refund, the Post-Launch Satisfaction Refund, and the Founding Member Exclusive Perks. The Master Terms and Conditions and the EULA shall govern all other matters.