TERMS AND CONDITIONS

1. PLATFORM AND SERVICES

1.1 Platform License. Subject to Customer's full compliance with all terms and conditions of this Agreement and Company's usage guidelines provided to Customer (the "Guidelines"), Company hereby grants Customer a limited, non-sublicensable, non-transferable, royalty-free, nonexclusive license during the Term to access and use the Platform (as defined by the Order Form) solely for Customer's internal business purposes. The Platform may include Company's AI product intelligence catalog, research agent, discovery projects, asset management tools, analytics dashboards, reporting features, and related documentation. The number of authorized users, active projects, and specific Platform features available to Customer are as set forth in the applicable Order Form. The Platform is subject to modification from time to time at Company's sole discretion for any purpose deemed appropriate by Company. Company will use reasonable efforts to give Customer prior notice of material modifications.

1.2 Professional Services. Subject to Customer's full compliance with all terms and conditions of this Agreement and the Guidelines, Company shall use commercially reasonable efforts to (i) make the Platform available to Customer and (ii) perform the Professional Services described in an applicable Order Form or Statement of Work (if any), which may include dedicated research projects, AI interviews, custom integration development, and strategic advisory services (collectively, "Professional Services"). Notwithstanding the foregoing, Company may suspend Customer's access to the Platform (a) for scheduled or emergency maintenance or (b) in the event Customer is in material breach of this Agreement, including failure to pay any amounts due to Company. Company will use commercially reasonable efforts to provide notice to Customer prior to any scheduled maintenance.

1.3 Deployment Options. The Platform may be deployed via Company's cloud infrastructure or within Customer's own cloud environment (e.g., on-premises GCP deployment), as specified in the applicable Order Form. Where the Platform is deployed within Customer's environment, Customer is responsible for providing and maintaining the required infrastructure, access credentials, and environment specifications as reasonably requested by Company. Company remains responsible for the performance of the Platform software itself.

1.4 Service Levels. Company shall use commercially reasonable efforts to maintain Platform availability of at least 99.5% measured monthly, excluding scheduled maintenance windows and force majeure events. In the event Company fails to meet this target for two (2) consecutive months, Customer's sole remedy shall be a service credit equal to 5% of the monthly fees for each month the target is missed, not to exceed 15% of monthly fees in any given month.

2. CUSTOMER DATA AND AI DATA HANDLING

2.1 Customer Data. The parties acknowledge that certain information is to be provided by Customer for use on the Platform ("Customer Data"). Customer Data may include, without limitation, procurement and spend records, usage logs, meeting notes, survey responses, employee feedback, internal dashboards, network traffic data, and other materials provided via manual upload, file export, or API-based data connectors, as described in the applicable Order Form. All data connectors and integrations are read-only unless expressly stated otherwise in the Order Form.

2.2 License to Customer Data. Customer grants Company a worldwide, non-exclusive, royalty-free license during the Term to use, process, and analyze Customer Data solely for the purpose of (i) providing the Platform and Professional Services to Customer and (ii) generating analytics, reports, and intelligence deliverables for Customer's use. Company may use aggregated and de-identified Customer Data solely for the purpose of improving the Platform, provided that such aggregated data cannot reasonably be used to identify Customer or any individual. Customer represents and warrants that it has all rights necessary to provide Customer Data to Company and to authorize its use as described herein.

2.3 AI and Third-Party Model Usage. The Platform utilizes third-party AI models to process Customer Data and generate intelligence outputs. Current approved providers are listed in Company's Sub-Processor List, available upon request. Company maintains zero-training and zero-retention agreements with all third-party AI model providers, meaning no Customer Data is used to train, fine-tune, or improve any provider's models, and no Customer Data is retained by such providers beyond the duration of a single API request. Only the minimum context necessary for a given query is transmitted to third-party providers. Approved providers are reassessed annually or immediately upon material changes to their terms or data handling practices. Company shall notify Customer at least thirty (30) days in advance of any additions to or removals from the Sub-Processor List. The Sub-Processor List will also be provided as part of any applicable Data Processing Addendum.

2.4 Privacy, Security, and Data Isolation. Customer Data is logically isolated per tenant. No Customer's data is accessible to, visible to, or used in processing for any other customer. All data is encrypted at rest (AES-256) and in transit (TLS 1.2+). Access to production systems requires multi-factor authentication and follows least-privilege principles. Where Customer Data contains personally identifiable information ("PII"), Company offers PII redaction as a preprocessing step prior to data ingestion. Role-based access controls (RBAC) are applied at the feature level so that authorized users access only data relevant to their function. Where Company processes data on behalf of Customer, Customer is the data controller and Company acts as the data processor. Company shall process personal data in accordance with the Data Processing Addendum attached hereto (if applicable) and all applicable data protection laws, including the CCPA and GDPR to the extent applicable.

2.5 Data Return and Deletion. Upon termination or expiration of this Agreement, Company shall, at Customer's written request made within thirty (30) days of termination, return or make available for export all Customer Data in a commercially standard format. Following such return (or upon expiration of the 30-day request period), Company shall delete all Customer Data from its systems within thirty (30) days, except to the extent retention is required by applicable law or as set forth in Section 2.6. Customers may request deletion of specific data at any time during the Term. Where the Platform is deployed within Customer's environment, Customer retains direct control of all data stored therein.

2.6 Operational Logging. Customer Data (inputs and outputs) may be logged on a limited basis for operational monitoring, service reliability, and debugging purposes. Such logs are retained for ninety (90) days and are automatically purged thereafter. Customer may request earlier deletion upon written notice, subject to operational and legal requirements.

2.7 Human Review. Customer Data is not subject to routine human review by Company employees or contractors. Access to Customer Data is limited to authorized personnel only where necessary for technical support, security incident response, or compliance with legal obligations, and such access is governed by internal access controls and confidentiality obligations.

2.8 Incident Notification. In the event of a confirmed security breach or unauthorized access to Customer Data — including breaches involving a third-party AI provider — Company shall notify Customer within twenty-four (24) hours of confirmation, or sooner if required by applicable law or the terms of any applicable Data Processing Addendum.

3. THIRD PARTY PRODUCTS

3.1 The Platform may contain links and features that connect to third-party websites, products, or services ("Third Party Products"), including data connectors to Customer's existing tools and vendor analytics APIs. Company may provide tools and features that enable Customer to import Customer Data from Third Party Products. By using such tools and features, Customer authorizes Company to retrieve such Customer Data from Third Party Products. Third Party Products are not under Company's control. This Agreement is not binding upon such third parties, and Company does not endorse such third parties. COMPANY IS NOT RESPONSIBLE, AND HEREBY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES, FOR THE ACTIONS OR INACTIONS OF SUCH THIRD PARTIES OR THE CONTENTS OR PERFORMANCE OF ANY THIRD PARTY PRODUCT. Company will not be liable for its failure to perform hereunder if such failure is caused by Customer's delay in or failure to provide Customer Data or required access to Customer systems.

4. RESTRICTIONS AND RESPONSIBILITIES

4.1 Customer shall not (and shall not authorize or encourage any third party to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the Platform; (ii) clone the Platform, or use the Platform to build an application, product, or service that is competitive with any Company product or service; (iii) remove any proprietary notices from the Platform (or any portion thereof); (iv) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the Platform (except as and only to the extent the foregoing restrictions are expressly prohibited by applicable statutory law); (v) modify or create derivative works of the Platform; (vi) use the Platform to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any third party; (vii) use the Platform to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity; (viii) use the Platform to run Mailist, Listserv, any form of auto-responder, or spam through the Platform; (ix) use the Platform to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories; (x) use the Platform to violate any law or regulation, any right of any person, including but not limited to intellectual property rights, contract rights, rights of privacy, or rights of personality, or in any manner inconsistent with this Agreement or with any terms or conditions or obligations relating to any third party website, app, API or the like; (xi) exceed the number of authorized users or active projects specified in the Order Form; (xii) use the Platform to operate nuclear facilities, life support, or other mission critical application where human life or property may be at stake (Customer understands that the Platform is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Company is not responsible).

4.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Platform, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, "Equipment"). Customer shall be responsible for ensuring that such Equipment is compatible with the Platform and complies with all configurations and specifications set forth in Company's published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. Additionally, Customer agrees to be bound by any end-user software agreements that govern the installation and use of such Equipment.

4.3 Customer will cooperate with Company in connection with the performance of this Agreement by making available such personnel, data access, and information as may be reasonably required, including without limitation access to relevant employees for AI interviews, timely provision of data exports, and API credentials for agreed-upon data connectors, and taking such other actions as Company may reasonably request. Customer will also cooperate with Company in establishing role-based access controls and a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Platform.

5. CONFIDENTIALITY

5.1 The parties acknowledge that they have entered into a separate Non-Disclosure Agreement ("NDA") governing the protection of confidential information exchanged between the parties. The terms of such NDA are hereby incorporated by reference into this Agreement and shall apply to all Confidential Information disclosed in connection with the Platform and the performance of this Agreement. In the event of any conflict between the terms of the NDA and this Agreement, the terms of the NDA shall govern with respect to confidentiality obligations.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Except as expressly set forth herein, Company alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Platform, including without limitation the AI product catalog, research methodologies, analytics algorithms, and all proprietary data and intelligence compiled by Company. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Platform or any intellectual property rights.

6.2 Customer Deliverables. Reports, analyses, and other deliverables generated by the Platform using Customer Data ("Customer Deliverables") are provided for Customer's internal use. Customer retains all rights to its underlying Customer Data. Company retains all rights in the Platform's underlying methodologies, models, and intelligence used to generate such deliverables.

6.3 Feedback. If Customer provides Company with any written comments, suggestions, or feedback regarding the Platform ("Feedback"), Customer hereby grants Company a non-exclusive, worldwide, royalty-free license to use such Feedback to improve the Platform, provided that Company shall not publicly attribute such Feedback to Customer without Customer's prior written consent.

6.4 Branding. Subject to each party's express prior written consent, each party may use the other party's specified branding assets and trademarks in accordance with such party's trademark usage guidelines; provided that each party will have the right to perform quality assurance inspections of each usage and to withhold and/or suspend rights to use such branding asset or trademark if quality is not satisfactory to each party in their sole discretion.

7. PAYMENT OF FEES

7.1 Customer will pay all applicable fees ("Fees") in accordance with the applicable Order Form. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days' prior notice to Customer (which may be sent by email).

7.2 Company will invoice Customer and full payment for invoices issued in any given month must be received by Company within thirty (30) days of the invoice date, or the Platform may be suspended. Unpaid Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with the Platform other than U.S. taxes based on Company's net income.

7.3 If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's Customer Support department.

8. TERM AND TERMINATION

8.1 The initial term of this Agreement shall be as set forth in the applicable Order Form (the "Initial Term"). Following the Initial Term, this Agreement shall automatically renew for successive periods of equal length (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days' notice (or ten (10) days in the case of nonpayment), if the other party breaches any of the terms or conditions of this Agreement. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business.

8.3 Upon termination, Customer will pay in full for the Platform and Professional Services up to and including the last day on which services are provided. Company shall comply with its data return and deletion obligations as set forth in Section 2.5.

8.4 The following Sections shall survive termination or expiration of this Agreement: 2.2 (solely with respect to aggregated and de-identified data), 2.5, 4.1, 5, 6, 7 (to the extent fees remain outstanding), 8.4, 9, 10, and 11.

9. WARRANTY DISCLAIMER

COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY OTHER SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR ANY OTHER SERVICES PROVIDED HEREUNDER. ALL PLATFORM OUTPUTS ARE ADVISORY IN NATURE AND ARE INTENDED TO AUGMENT, NOT REPLACE, HUMAN DECISION-MAKING. COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY THIRD-PARTY AI MODEL OUTPUTS INCORPORATED INTO THE PLATFORM. THE PLATFORM AND ALL OTHER SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Company shall indemnify, defend, and hold Customer and its respective officers, directors, and employees harmless from any and all amounts actually paid to third parties in connection with claims, liabilities, damages, and/or costs (including but not limited to reasonable attorneys' fees) (collectively, "Losses") from infringement by the Platform of any United States patent or any copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to portions or components of the Platform (i) not created by Company including Customer Data, (ii) resulting in whole or in part from Customer specifications, (iii) that are materially modified after delivery by Company, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use is not strictly in accordance with this Agreement. Company's indemnification obligations under this Section are contingent on Customer providing Company: (a) prompt written notice of the claim; (b) the unconditioned right to control the defense and settlement of such claim; and (c) reasonable cooperation in the defense of such claim, at Company's expense. The indemnification obligations set forth in this Section 10.1 are Company's sole and exclusive obligations (and Customer's sole and exclusive remedies) with respect to infringement or misappropriation of intellectual property rights of any kind.

10.2 Customer shall indemnify and hold harmless Company from any and all Losses resulting from (i) claims of intellectual property infringement or misappropriation caused by the foregoing Section 10.1 exclusions, (ii) Customer's breach of Section 4.1, or (iii) Customer Data provided in violation of Customer's representations and warranties hereunder. Notwithstanding anything to the contrary in this Agreement, Customer shall have no liability for any warranty or indemnity regarding the Third Party Products (as defined in this Agreement).

10.3 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE PLATFORM OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF EACH PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID AND PAYABLE TO COMPANY HEREUNDER IN THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS OR TO EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.

11. MISCELLANEOUS

11.1 Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

11.2 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

11.3 Governing Law. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws' provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the personal jurisdiction of such courts. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.

11.4 Notices. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

11.5 Amendments. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

11.6 Entire Agreement. This Agreement, together with the applicable Order Form(s), NDA, and Data Processing Addendum (if any), is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

11.7 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

11.8 Subcontractors. Company may use the services of subcontractors for performance of services under this Agreement, provided that Company remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Platform as required under this Agreement.

11.9 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.