End-User License Agreement

TrueEdge AI END USER AGREEMENT (“Agreement”)

End-User License Agreement Last updated: June 6, 2025 TrueEdge AI END USER AGREEMENT (“Agreement”) IMPORTANT - ALL USE OR PROVISION OF TrueEdge AI SOFTWARE AND SERVICES IS GOVERNED BY, AND SUBJECT TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INDICATING YOU AGREE TO THESE TERMS, OR BY DOWNLOADING, INSTALLING AND/OR USING THE PRODUCTS (INCLUDING CONTINUED USE FOLLOWING INSTALLATION OF A TRIAL VERSION, AN UPDATE OR AN UPGRADE), YOU AND/OR THE COMPANY YOU REPRESENT (“CUSTOMER”) ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CUSTOMER SHOULD NOT INDICATE IT AGREES TO THESE TERMS AND CUSTOMER WILL NOT HAVE ANY LICENSE TO ANY PART OF THE SOFTWARE OR RIGHT TO USE ANY PART OF THE PRODUCTS. TrueEdge AI’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON CUSTOMER’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY TrueEdge AI, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. THIS IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND TrueEdge AI AND YOU SHOULD KEEP A COPY OF IT.

TrueEdge AI (as defined below) offers, on a subscription basis, a suite of software and services to its customers. In addition, TrueEdge AI performs Professional Services (as defined below). In consideration of the mutual covenants and conditions herein contained, and other good and valuable consideration, the parties hereto agree as follows:

I1. DEFINITIONS.

1.1. “Answer” means a response generated by the Software, based on the trained model being used, in reply to Customer’s prompt, question, or command. An Answer may include text, data, code, visual elements, or other content formats supported by the Software. Answers are based on the information available to the Software at the time of generation and is intended for informational, illustrative, or operational purposes.

1.2. “Confidential Information” means: (a) the Software; and (b) any business or technical information of TrueEdge AI or Customer, including but not limited to any information relating to TrueEdge AI's or Customer's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

1.3. “Customer Content” means software, data, text, images, audio, video, photographs, models and other content and material, in any format, that are created or obtained by Customer to access through, within, or in conjunction with its use of the Products.

1.4. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademark rights, trade secret rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.5. “Order Form” or “Order” means the order generated by TrueEdge AI, or a TrueEdge AI affiliate, reseller or channel partner (“Channel Partner”) in response to Customer’s indication of interest in the Products and associated maintenance and support services and/or Professional Services. The Order Form will contain particulars with respect to the Products, service, term, price and other details. All Order Forms are subject to and governed by the terms and conditions of this Agreement unless otherwise specifically agreed in writing by the parties.

1.6. “Products” means the Software and Services.

1.7. “Professional Services” means services provided on a project-by-project basis as described in Section 3 of this Agreement. Professional Services are different and distinct from Services.

1.8. “Services” means services provided by TrueEdge AI as set forth on the applicable Order and described in TrueEdge AI’s service descriptions. The process to change Services will be as described in the applicable service description.

1.9. “Software” means TrueEdge AI's proprietary software products in object code form only, and related documentation, identified in the applicable Order Form and licensed for use by Customer pursuant to this Agreement, including any error corrections, modifications, revisions, upgrades and updates thereto provided by TrueEdge AI to Customer under this Agreement.

1.10. “Third-Party Content” means software, data, text, images, audio, video, photographs, models and other content and material, in any format, that are obtained or derived from third party sources outside of TrueEdge AI that Customer may access through, within, or in conjunction with its use of the Products. Third-Party Content includes third-party sourced materials accessed or obtained by Customer’s use of the Products or any third-party tools provided by TrueEdge AI or downloaded to the Product at the request of Customer.

1.11. “TrueEdge AI” means TrueEdge AI, Inc. and if the Products are provided by a Channel Partner, then references to TrueEdge AI herein may also mean the applicable Channel Partner.

2. LICENSE.

2.1. Subject to the terms and conditions of this Agreement and in consideration of the fees paid by Customer hereunder, TrueEdge AI grants to Customer a nonexclusive, nontransferable license, during the subscription term, to use the Software solely in accordance with the applicable documentation and solely for Customer's internal business use, except as otherwise may be expressly permitted in this Agreement. TrueEdge AI reserves all rights and licenses in and to the Software not expressly granted herein. Unless otherwise agreed in writing, Customer must purchase consumption (e.g., number of Answers) to use the Software in a production environment.

2.2. Usage Limitations. Customer’s use of the Software may be subject to usage limitations and other restrictions as described in the applicable Order Form (e.g., term, business use, project scope, number of Answers, etc.) Exceeding such usage limitations or restrictions may result in additional charges for which TrueEdge AI will invoice Customer in accordance with Section 6 of this Agreement. Failure to pay such additional charges may result in termination of Customer’s subscription. Customer may not take any action, or use any hardware, software or other method, designed to circumvent, or which has the effect of circumventing, any usage limitations.

2.3. Reporting. If the applicable Order includes usage based or consumption pricing Customer will produce a monthly usage report in a format required by TrueEdge AI and send such report to TrueEdge AI no later than seven (7) days from the end of each month during the subscription term, unless otherwise agreed in writing. Information provided via the foregoing will be used by TrueEdge AI to determine usage and corresponding fees to be billed in accordance with the Order. If monthly usage reports are not received as required under this Section, TrueEdge AI will notify Customer and failure to send the usage report may result in degradation of service and/or suspension or termination of the subscription and/or maintenance and support. TrueEdge AI may, but is not obligated to, notify Customer when Customer’s subscription term, usage or license is about to expire or be consumed. Customer is solely responsible for monitoring its use of the Software and the amount of usage and is responsible for all associated costs.

2.4. Trial License. Customer may be provided with trial use of the Software to provide Customer the opportunity to evaluate the Software prior to purchasing a full subscription. Such trial use may be limited by time or other limitations and is intended for non-production use only. Production use is a violation of the trial license and will result in an automatic conversion to a subscription for which Customer will be charged. Upon conclusion of the applicable trial period, Customer shall either purchase a subscription, in which case a new Order Form will be completed, or Customer will immediately remove and cease using the Software.

2.5. Beta Versions. Customer may be, or may have been, provided with access to beta, proof of concept or similar versions of the Software or features within the Software (collectively the “Beta Versions”) offered by TrueEdge AI. Customer acknowledges and agrees that its use of Beta Versions is at Customer’s own risk and that Beta Versions are (a) not generally available, (b) made available on an “AS IS” basis without indemnities, warranties (express or implied) or other obligations of any kind, (c) may be discontinued or modified by TrueEdge AI at any time, and (d) may be subject to additional terms and conditions. Beta Versions are not for production use and are not covered by TrueEdge AI maintenance and support. TrueEdge AI will have no liability for any harm or damage arising out of or in connection with Beta Versions. Customer or TrueEdge AI may terminate Customer’s access to Beta Versions at any time.

2.6. License Restrictions. Customer has no right to transfer, sublicense or otherwise distribute the Software to any third party. Except as expressly permitted in this Agreement and by applicable law, the license granted above does not permit Customer to, and Customer will not, and will not permit third parties to: (a) modify, correct, adapt, translate, enhance, create derivative works of, disassemble, decompile or reverse engineer the object code of the Software or otherwise attempt to derive the source code underlying the Software or reduce the Software to human readable form; (b) copy the Software, except for a reasonable number of backup copies; (c) install or otherwise make the Software available on any public or distributed network (except for an internal and secure cloud computing environment), (d) use the Software in any manner to perform development or provide service bureau, time-sharing or other computer services to third parties, (e) disable or circumvent any access control or related device, process or procedure established with respect to the Software, (f) attempt to probe, scan or test the vulnerability of the Software, breach the security or authentication measures of the Software without proper authorization or willfully render any part of the Software unusable, or (g) otherwise use or access the Software in any manner not expressly permitted under this Agreement or in violation of applicable law.

2.7. Telemetry Data Access and Use. Customer acknowledges that the Software includes functionality that enables it to collect, transmit and analyze Telemetry Data (as defined below). TrueEdge AI may use Telemetry Data for monitoring usage of the Software, diagnostic and corrective purposes, and improving the functionality, performance and features of TrueEdge AI’s offerings. “Telemetry Data” means (a) user activity metrics, including engagement across different time periods, such as Monthly Active Users (“MAU”) and Weekly Active Users (“WAU”), (b) event-based metrics, including key interactions such as canvas updates, model execution and deployment changes, and (c) system state metrics, such as the status of Customer nodes and related system components.

2.8. Maintenance and Support Services.

(a) Subject to payment of the applicable fees, TrueEdge AI will perform the maintenance and support services specified in an Order Form in accordance with TrueEdge AI’s standard Software maintenance and support procedures.

(b) Computer scripts (“Scripts”) may be provided to Customer to enable easier completion of certain tasks. Scripts are not part of TrueEdge AI’s standard software or software support. They are provided “AS IS” without warranty or support. Customer must acquire professional services under a separate SOW if support for a Script is needed.

2.9. End of Life Policy. TrueEdge AI reserves the right to “end-of-life” certain software applications including the Software. In such event, an end of life (“EOL”) notice will be provided at least six (6) months prior to the date on which the Software will become obsolete. During the EOL notice period, TrueEdge AI will work with Customer to determine an appropriate migration path. Customer shall be entitled to continue using EOL Software following the end of the EOL notice period until the end of the applicable license term but TrueEdge AI will no longer provide any maintenance and support services for such EOL Software.

3. PROFESSIONAL SERVICES

3.1. Services Provided. Details concerning Professional Services to be performed by TrueEdge AI (or by its subcontractors) will be described in separate statements of work (“SOW”) describing the project and related terms, if any, specific to the applicable Customer project. All requests for Professional Services shall be accompanied by a completed SOW, a copy of which shall be attached to this Agreement at the appropriate time and deemed incorporated by reference herein. No SOW shall be effective unless and until accepted in writing by TrueEdge AI. Any changes, amendments, or waivers (“Changes”) to any SOW, or the Professional Services provided thereunder, requested by either party must be mutually agreed upon in writing and signed (each a “Change Order”). TrueEdge AI shall not be required to provide any Change unless and until a Change Order has been signed by an authorized representative of both parties, and any delay or additional charges resulting from any delay of Customer to execute a Change Order shall be the sole responsibility of Customer. Changes to SOWs may result in adjustments to the charges, delays or changes in scheduled Professional Services. Unless specifically agreed in an applicable SOW, Professional Services will be performed only during TrueEdge AI’s normal business hours, excluding weekends and holidays. Requests by Customer to have Professional Services provided outside of normal business hours are Changes and must first be agreed to by TrueEdge AI in a Change Order.

3.2. Term and Termination of Statements of Work. Each SOW shall commence upon its execution by both parties and shall continue until all tasks described therein are completed, unless earlier terminated pursuant to this Section 3.2. A SOW may be terminated by either party if any material breach of such SOW continues uncorrected for more than 30 days (10 days in the event of non-payment) after receipt of written notice from the aggrieved party describing the breach. In the event of termination or expiration of this Agreement, all outstanding SOWs shall immediately terminate, unless otherwise agreed in writing by the parties.