Effective September 22nd 2026

COMMERCIAL TERMS

These Commercial Terms are entered into by and between Nominal, Inc. ("Nominal"), located at 506 N. Congress Avenue, Suite 200, Austin, Texas 78701, and Customer (defined below). Nominal may exercise its rights and perform its obligations under this Agreement through one or more of its Affiliates, subcontractors, or service providers; provided that Nominal remains responsible for its obligations under this Agreement. For purposes of the rights, protections, licenses, disclaimers, limitations and exclusions of liability, indemnification rights, confidentiality protections, and other protections and remedies afforded to Nominal under this Agreement, references to "Nominal" include Nominal, Inc. and its Affiliates to the extent applicable. No Nominal Affiliate shall be deemed a party to this Agreement or assume any obligation hereunder unless expressly identified as a contracting party in an applicable Order Form. These Commercial Terms, together with all Order Forms (defined below) and any applicable statements of work, are the "Agreement." If this Agreement is accepted by an individual on behalf of a corporation, partnership, or other legal entity, including through an online subscription method, the individual accepting this Agreement on behalf of such entity represents and warrants that such individual is authorized to accept this Agreement and bind such entity. If Customer is an instrumentality of the U.S. federal Government ("U.S. Government"), this Agreement shall bind the ordering activity as end user but shall not operate to bind any Government employee or person acting on behalf of the Government in an individual capacity. Nominal and Customer may be referred to herein collectively as the "Parties" or individually as a “Party.”

If Customer is a ministry, department, agency, instrumentality, or other governmental authority of any nation or political subdivision other than the United States (a "Foreign Government Customer"), this Agreement shall bind only the applicable contracting governmental entity and shall not operate to bind any government official, employee, or representative acting in her personal capacity.

1. DEFINITIONS.

1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting interests, by contract, or otherwise.

1.2 "Authorized User" means an employee, or independent contractor that Customer has authorized to Use the Platform or Software, solely for purpose as contemplated by this Agreement and applicable Order Form.

1.3 "Customer" means the customer set forth on the Order Form or that otherwise accepts this Agreement.

1.4 "Customer Developments" means any Customer-specific enhancements or modifications to the Platform or Software that result from Professional Services performed by Nominal for Customer and identified as such in an Order Form. Customer Developments do not include enhancements or modifications that are currently in Nominal's development plans and/or product roadmaps. Customer Developments will be identified as such in the Order Form that sets forth the applicable Professional Services. Customer Developments do not include the Platform, Software, Nominal Confidential Information, or Nominal Materials.

1.5 "Customer Materials" means information, data, files, content, instructions, code, and other materials supplied, submitted, uploaded, transmitted, or made available by or on behalf of Customer to the Platform or Software. Customer Materials exclude Customer Applications, Nominal Materials, Nominal Tools, Usage Data, and any configuration, workflow, schema, template, automation, connector, interface, application framework, orchestration logic, or other Platform functionality embodied in or generated through use of the Platform, except to the extent such item consists solely of Customer-provided data or code that is separable from the Platform.

1.6 "Nominal Tools" means any Application Programming Interface (API), software development kit (SDK), builder, template, configurations, library, documentation, or other tool provided by Nominal to Customer to facilitate or enable the creation of Customer Application features or any other technology that extends the features or functionality of the Platform or otherwise supports interoperability between the Platform and other platforms and environments.

1.7 "Customer Application Feature" means an application, workflow, automation, script, configuration, dashboard, interface, or other functionality created or configured by Customer or an Authorized User using  Nominal Tools, or which extends the features or functionality of the Platform. Customer Applications may incorporate Customer Materials, but the Nominal Tools, Platform functionality, application framework, runtime, workflow engine, schemas, connectors, orchestration logic, and other Nominal Materials used to create, execute, host, display, or operate a Customer Application remain Nominal Materials.

1.8 "Desktop Rollout Feature" means any optional Software capability identified by Nominal that permits an Authorized User to install, access, deploy, or otherwise use specified Platform functionality through a desktop or local-device deployment, including where such functionality may operate with intermittent or no network connectivity.

1.9 "Documentation" means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by Nominal to Customer (including any revised versions thereof) that are applicable to the Platform or Software, which may be updated from time to time at Nominal's discretion.

1.10 "Effective Date" means the effective date of this Agreement as set forth in the applicable Order Form or, if no separate effective date is identified, the date on which the applicable Order Form is last executed by the Parties.

1.11 "Intellectual Property Rights" means, without limitation, any and all tangible and intangible: copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; trademark, service mark, trade dress, and trade name rights, and any similar rights throughout the world; know-how and trade secret rights throughout the world; patents, designs, inventions, algorithms, utility models, and other industrial property rights, and all respective improvements throughout the world; all other intellectual and industrial property rights, including rights to publicity, personality, persona, any other similar property or other rights allowing for the control of the commercial use of name, image, likeness, voice or other unequivocal identifiers (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force anywhere in the world (including any rights in any of the foregoing).

1.12 "Usage Limits" means the limits, volume or other measurement or conditions of permitted Use for the applicable Platform or Software as set forth in the applicable Order Form, including, but not limited to, any limits on the number of Authorized Users permitted to Use the Platform or Software, volume of transactions that may be processed, or processing environments, based on Customer's subscription tier.

1.13 "Nominal Materials" means the Platform, Software, the underlying software provided in conjunction with the Platform and Software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Platform or any Professional Services, any configurations, workflows, integrations, automations, applications, dashboards, scripts, or other artifacts built, developed, configured, or assembled by or on behalf of Nominal personnel, and Documentation, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing. For clarity, Nominal Materials include all Platform-provided application construction, builders, compilation or execution components, packaging, runtimes, deployment artifacts, workflow representations, executable components, and other technology used to create, package, deploy, access, or operate any Customer Application or Desktop Rollout Feature, excluding only Customer Materials and Customer-authored code that is independently created by Customer and technically separable from the Nominal Materials.

1.14 "Order Form" means a mutually executed order form or other mutually agreed upon ordering document, which references this Agreement and sets forth the applicable Platform, Software and/or Professional Services to be provided by Nominal. If Customer subscribed to the Platform or Software online then Order Form refers to the Platform, Software and/or related items specified by the Parties in that document.

1.15 "Person" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

1.16 "Professional Services" means the implementation, integration, customization, audit, training and/or other professional services, if any, to be provided by Nominal to Customer as set forth in the relevant Order Form or statement of work.

1.17 "Platform" means Nominal's proprietary commercially available platform, whether offered as Core or any successor offering, together with all associated commercial software, prototypes, demonstrations, proofs of concept, applications, modules, APIs, SDKs, connectors, integrations, workflows, configurations, deployment and implementation methodologies, software architecture, algorithms, artificial intelligence and machine learning capabilities, models, prompts, retrieval systems, orchestration layers, automations, analytics, dashboards, data models, schemas, documentation, user interfaces, libraries, templates, tools, utilities, source code, object code, executable code, databases, prototypes, enhancements, updates, upgrades, modifications, derivative works, and all other related technology, functionality, features, and commercial services made available by Nominal under this Agreement, whether existing as of the Effective Date or developed thereafter, together with all associated intellectual property rights therein.

1.18 "Software" means any software provided by Nominal to Customer, either separately or as part of the Platform, that may be installed and operated on computer hardware devices owned or controlled by Customer and identified in the applicable Order Form. Software includes error corrections, maintenance releases, security updates, and other modifications that Nominal generally distributes to similarly situated customers without a separate fee. Software may include APIs, SDKs, scripts, toolkits, libraries, reference or sample code, and similar materials. Software does not include New Offerings unless expressly identified in the applicable Order Form.

1.19 "New Offering" means any new product, module, application, feature set, deployment model, premium capability, or materially distinct functionality that Nominal designates as a separate commercial offering, whether developed before or after the Effective Date. New Offerings are not included in Customer's subscription unless expressly identified in an Order Form and may be subject to additional fees, terms, Usage Limits, or technical requirements. A beta feature is not considered a New Offering unless expressly identified in an Order Form.

1.20 "Use" means to use and/or access the Platform, Software, and/or Nominal Materials in accordance with this Agreement and the Documentation.

1.21 "Subscription Term" means the period during which Customer is authorized to Use the applicable Platform or Software, commencing on the subscription start date and continuing for the period specified in the applicable Order Form.

2. PLATFORM; SOFTWARE; ACCESS AND USE.

2.1 Nominal Platform. The Platform, Software, and Professional Services provided under this Agreement, constitute Nominal's commercially available Software-as-a-Service (SaaS) offering, whether offered as Core, Connect, or any successor offering, and was developed at Nominal's private expenses and made available under the Agreement, whether licensed as applicable, pursuant to this Agreement, Order Form, or Statement of Work (the "Nominal Platform"). Any application, configuration, customization, integration, implementation, prototype, demonstration, proof of concept, enhancement, or deployment performed for Customer is performed using, or in furtherance of, the Nominal Platform and shall not, absent an express written agreement executed by both Parties, transfer of ownership of any intellectual property rights in the Nominal Platform or any improvements thereto.

2.2 Platform Access; Software License. Subject to the terms and conditions of this Agreement, Nominal hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13.1), non-sublicensable right, during the subscription period to: (i) permit Authorized Users to Use the Platform; and (ii) download, install, reproduce (for reasonable backup purposes only), run, operate and Use the Software; (iii) and, in each case identified in (i) and (ii), solely for Customer's internal business purposes as contemplated in the Order Form, and each in accordance with, and subject to, the Documentation and applicable Usage Limits; and (iv) as to any Software provided as a software development kit ("SDK"), to Use such SDK: (a) solely for Customer's internal business operations in the development of an application that interoperates with the Platform and/or Software; and (b) in accordance with, and subject to, the Documentation and applicable Usage Limits. Where Customer is permitted to deploy the Platform into Customer's own hosting environment ("On-Prem Deployment"), Customer may install, run, copy (for backup purposes only), and permit Authorized Users to Use those portions of the Software that are necessary for Customer to Use the Platform in the On-Prem Deployment: (i) solely for Customer's internal business purposes; and (ii) in accordance with, and subject to, the Documentation and applicable Usage Limits. Customer has not relied on the presence of any feature of the Platform, or Software, or any information about possible future features.

2.3 Use Restrictions. Except as set forth in this Agreement, Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Nominal Materials in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Nominal Materials, Platform, Software, or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Nominal Materials, Platform or the Software, in whole or in part (except to the extent that reverse engineering is expressly permitted by law, e.g. to achieve interoperability); (iv) frame, mirror, sell, resell, rent or lease the Nominal Materials, Platform or Software to any other Person, or otherwise allow any Person to use the Nominal Materials, Platform or Software for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Platform, Software, Nominal Materials or Documentation in any manner, or for any purpose, that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Platform, Software, or any data or content contained therein or transmitted thereby; (vii) access or search the Platform (or download any data or content contained therein or transmitted thereby, including through the Software or any Software component) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools); (viii) use the Platform or Software to store, collect or host any classified information or data subject to export control, without adhering to the provisions contemplated herein; (ix) use the Platform, Software, Documentation, Nominal Materials or any other Nominal Confidential Information for the specific purpose of benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could compete with Nominal's products and services; (x) use the Platform, Software, Nominal Materials, Customer Applications, or outputs as the sole or primary basis for operating, controlling, or making safety-critical decisions concerning any system, activity, or environment in which an error, delay, interruption, inaccuracy, or failure could reasonably be expected to result in death, personal injury, physical harm, dismemberment, material property damage, environmental harm, or other hazardous consequences (a "Hazardous Use"), unless Nominal has expressly agreed in writing in the applicable Order Form to support the specific Hazardous Use. Without limiting the foregoing, Customer will not rely on the Platform or Software as a fail-safe, emergency shutdown, life-support, flight-safety, nuclear-safety, autonomous vehicle safety, or other safety-critical control system. Customer is solely responsible for independent engineering judgment, validation, redundancy, monitoring, human review, safety controls, and compliance appropriate to Customer's use case; (xi) copy, download, export, extract, transfer, distribute, publish, disclose, sublicense, relicense, sell, assign, provide, or otherwise make available any Nominal Materials, Customer Application component constituting Nominal Materials, Desktop Rollout Feature, executable, package, runtime, workflow representation, or deployment artifact to any third party or to any device, removable media, USB drive, external storage device, repository, environment, or location not expressly authorized by Nominal in writing; or (xii) use any Platform, Software, Customer Application, Desktop Rollout Feature, or Nominal Materials outside the specific purpose, deployment, Authorized Users, Usage Limits, term, and scope of the applicable Order Form. Customer acknowledges that unauthorized extraction, transfer, retention, or distribution of Nominal Materials constitutes both a material license violation and a potential security risk, and Customer will promptly notify Nominal of any known or suspected unauthorized copy, transfer, disclosure, or retention.

2.4 Authorized Users. Customer may permit only Authorized Users to access and Use the Platform and Software, and solely within the scope of the rights granted under this Agreement and the applicable Order Form. The number and type of Authorized Users shall not exceed any seat, user, account, role, tier, deployment, or other Usage Limits specified in the applicable Order Form. Each Authorized User constitutes a separate authorized seat unless the applicable Order Form expressly provides otherwise. Access rights are personal to the applicable Authorized User and may not be shared or used concurrently by multiple individuals through a single account, credential, generic account, shared account, service account, or other means intended to circumvent applicable Usage Limits, except for service accounts expressly authorized by Nominal or contemplated by the applicable Order Form or Documentation. Customer may reassign a seat from an Authorized User who no longer requires access to a replacement Authorized User, provided that such reassignment is bona fide and is not used to circumvent applicable seat or Usage Limits. Nominal may reasonably monitor and measure usage for purposes of administering and enforcing applicable Usage Limits. If Customer exceeds its purchased Usage Limits, Nominal may require Customer to purchase the applicable additional seats, capacity, or subscription tier at Nominal's then-current rates, without limiting any other rights or remedies available under this Agreement.

2.5 Third-Party Services. Certain features and functionalities within the Platform or Software may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, "Third-Party Services") through the Nominal Materials. Nominal does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Platform, Software, or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Nominal Materials.

2.6 Third-Party Artificial Intelligence Services. If Customer or an Authorized User elects to connect, route data to, rely upon, or otherwise use any third-party artificial intelligence, generative AI, large language model, agent, model provider, or similar service (collectively, "External AI Services") in connection with the Platform, including through a Customer Application, integration, API, browser, plug-in, or other workflow, such External AI Service is a Third-Party Service and is used at Customer's sole election and risk. Customer is solely responsible for determining whether Customer Materials may be submitted to an External AI Service; reviewing and complying with the provider's terms, privacy and data-use practices, security requirements, and applicable law; validating all outputs before use or reliance; and implementing appropriate human review and safeguards. Nominal does not control and is not responsible for External AI Services or their availability, security, training or retention practices, outputs, hallucinations, errors, omissions, infringement, bias, or other acts or omissions, and Nominal will have no liability arising from Customer's use of or reliance upon an External AI Service except to the extent directly caused by Nominal's breach of an express obligation under this Agreement.

2.7 Open Source Components. The Software or Platform may contain software code and/or libraries that are made available to the public at no charge ("Open Source Components"). Open Source Components are provided "as-is," without warranty whatsoever. Open Source Components are subject to the license terms applicable to such Open Source Component, and are not licensed under the terms of this Agreement.

2.8 Reservation of Rights. As between the Parties, Nominal owns the Platform, Software, Nominal Materials, New Offerings, and all right, title, and interest therein, including all updates, upgrades, modifications, modules, interfaces, improvements, customizations, implementations, enhancements, derivative works, and related Intellectual Property Rights. Customer retains ownership of its Customer Materials and any Customer-authored code that is independently created by Customer and separable from the Nominal Materials. No Customer Application, configuration, workflow, or other use of Platform functionality transfers ownership of any Nominal Materials or restricts Nominal from developing, using, commercializing, or providing similar or competing functionality, provided Nominal does not disclose Customer Confidential Information. Except for the limited rights expressly granted under this Agreement, no rights are granted to Customer by implication, estoppel, exhaustion, or otherwise.

2.9 Customer Applications. Subject to this Agreement and if the Customer Application Feature is expressly contemplated under the applicable Order Form, Customer may create and use Customer Applications solely for Customer's internal business purposes. Customer owns its Customer Materials and Customer-authored code incorporated into a Customer Application to the extent separable from the Nominal Materials. Nominal owns all Nominal Materials and Platform functionality used to create, host, execute, render, or operate Customer Applications. During the applicable subscription term, Nominal grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Nominal Materials embodied in a Customer Application solely through the Platform or authorized Software. Customer may export Customer Materials and, where Nominal makes export functionality available, a representation of Customer-created workflow logic; any export does not convey ownership of, or a license to independently use, Nominal Materials except as expressly documented by Nominal. Customer is solely responsible for the design, logic, code, testing, validation, operation, outputs, and use of Customer Applications, including errors, omissions, security weaknesses, incompatibilities, unintended behavior, or results caused by Customer Materials, Customer-authored code, configurations, integrations, or instructions. Nominal is not responsible for any service degradation, malfunction, loss, or damage attributable to a Customer Application or Customer modification, including reverse engineering, unsupported code, or use outside documented interfaces. Customer will not use Customer Applications to circumvent Usage Limits, security controls, license restrictions, or other technical restrictions. Customer Applications are licensed for use only within the scope and Term of the applicable Order Form and may not be sublicensed, relicensed, distributed, transferred, hosted for, made available to, or used for the benefit of any third party. Except solely through export functionality expressly made available by Nominal for Customer Materials or separable Customer-authored code, Customer will not download, extract, package, copy, export, or transfer any Customer Application or any Nominal Materials embodied therein, including to removable media, USB devices, external repositories, or other environments. Upon expiration or termination of the applicable Order Form or Agreement, all rights to access or use the Customer Application and all Nominal Materials embodied therein immediately cease, and Customer must discontinue use and delete or return any locally retained Nominal Materials as directed by Nominal.

2.10 Product Evolution; New Offerings. Customer's subscription includes the Platform and Software expressly identified in the applicable Order Form, together with maintenance releases, security updates, bug fixes, and general updates that Nominal makes available to similarly situated customers without a separate charge. Nominal may modify, enhance, replace, or discontinue features in the ordinary course of product development, provided such changes do not materially reduce the core functionality expressly purchased during the then-current subscription term. Customer acknowledges that new products, modules, applications, deployment models, premium features, or materially distinct capabilities may constitute New Offerings and are not automatically included in the subscription. Nominal may make any New Offering available under a separate Order Form and at additional fees. Nothing in this Agreement obligates Nominal to develop, release, or make available any future product, feature, functionality, or New Offering, and Customer has not relied on any future roadmap or anticipated functionality in entering into this Agreement.

2.11 Feedback. From time to time Customer or its employees, contractors, or representatives may provide Nominal with suggestions, comments, feedback or the like with regard to the Nominal Materials (collectively, "Feedback"). Customer hereby grants Nominal a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Nominal's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Nominal Materials.

2.12 Professional Services. As described in the applicable Order Form or Statement of Work, Professional Services are ancillary to Customer's SaaS subscription to the Nominal Platform and are provided solely to facilitate Customer's deployment, configuration, adoption, and use of the Platform. Unless expressly agreed otherwise in writing, Professional Services do not include the development of custom software, custom functionality, custom features, or work made for hire, and shall not alter the commercial SaaS nature of the Nominal Platform. Such Professional Services will be provided at the rates set forth and in the manner specifically described in the applicable Order Form or statement of work. Customer will provide Nominal with access to all necessary information required for Nominal to perform the Professional Services, including access to those of Customer's employees that are required for decision-making. Customer acknowledges that delays in providing Nominal with necessary information and responses will prevent Nominal from timely performance.

2.13 Affiliates. Customer's Affiliates may purchase subscriptions to the Platform or Software under the same terms as Customer, provided that Customer: (a) requires each Affiliate to agree to the terms of this Agreement; (b) enforces this Agreement in regard to each such Affiliate; and (c) is responsible for each such Affiliate's compliance with the Agreement and payment of all fees.

2.14 Beta Features. The Platform and Software may include certain features that are not yet commercially available ("Beta Features"). If Nominal makes the Beta Features available under this Agreement, Customer's use of, and access to, such Beta Features is subject to the terms and conditions of this Agreement. Nominal is not obligated to provide Customer with access to any Beta Features. Nothing in this Agreement constitutes a promise that Nominal will release the Beta Features commercially. Customer consents to Nominal's use of data derived from its use of the Beta Features for Nominal's business purposes, including, but not limited to, improving Nominal's products and services and optimizing Customer's experience. Beta Features are provided "as-is," without warranty whatsoever. Nominal does not promise that the Beta Features are error-free, or that any errors will be corrected. Nominal may disable Customer's access to, and use of, the Beta Features at any time. USE OF THE BETA FEATURES IS AT CUSTOMER'S OWN RISK. NOMINAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE BETA FEATURES.

2.15 Hardware Sourcing. If Customer requests an On-Prem Deployment, and requests that Nominal procure hardware products on behalf of Customer with respect to such On-Prem Deployment, Nominal will do so under the following conditions: (a) hardware products will be listed in the Order Form; and (b) Customer acknowledges and agrees that Nominal's procurement of any hardware products does not make Nominal a reseller or distributor of such products, and (c) all warranties with respect to the hardware products are provided by the manufacturer of the hardware products and not by Nominal. Customer will pay for all hardware products in the amounts set forth in the Order Form, and in accordance with the payment terms set forth therein. ALL HARDWARE PRODUCTS ARE PROVIDED AND PROCURED ON AN "AS-IS" BASIS, WITHOUT WARRANTY. NOMINAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE HARDWARE PRODUCTS. CUSTOMER'S SOLE RECOURSE WITH RESPECT TO THE HARDWARE PRODUCTS LIES WITH THE MANUFACTURER OF SUCH PRODUCTS; CUSTOMER HEREBY WAIVES ALL CLAIMS AGAINST NOMINAL WITH RESPECT TO THE HARDWARE PRODUCTS.

2.16 Desktop Rollout Feature. If an applicable Order Form authorizes a Desktop Rollout Feature, Nominal grants Customer the same limited license rights applicable to Software solely for installation and use by Authorized Users on supported Customer-controlled devices during the subscription term. Customer is responsible for device eligibility, operating systems, local storage, endpoint security, access controls, patching and maintenance of Customer-controlled systems, backups, power, connectivity, synchronization, and compliance with Documentation. Customer acknowledges that desktop or offline use may create additional risks, including stale or unsynchronized data, delayed updates, local data loss, device compromise, incompatibility, interrupted power or connectivity, and inconsistent results between local and hosted environments. Nominal is not responsible for failures, corruption, loss, unauthorized access, service degradation, or other issues caused by Customer devices, local environments, third-party software, network or power interruptions, synchronization failures outside Nominal's control, unsupported configurations, or Customer's failure to install generally available Nominal updates. Customer will not copy, transfer, extract, reverse engineer, circumvent technical controls applicable to, or permit access to the Desktop Rollout Feature except as expressly authorized. Upon expiration or termination, Customer will cease use and remove all copies of the Desktop Rollout Feature and associated Nominal Materials from Customer-controlled devices. Any locally cached Customer Materials remain Customer's responsibility and must be handled in accordance with applicable law and Customer's security obligations. The Desktop Rollout Feature is licensed solely for Customer's internal use within the scope and Term of the applicable Order Form and may not be sublicensed, relicensed, transferred, distributed, loaned, shared, or otherwise made available to any third party. Customer will not copy or move the Desktop Rollout Feature, any executable or deployment package, or other Nominal Materials to removable media (including USB devices), external storage, unauthorized devices, repositories, networks, or environments. At expiration or termination, Customer's license and all access rights immediately end; Customer will disable access, uninstall and permanently delete all copies and locally cached Nominal Materials from Customer-controlled devices and storage, and, upon Nominal's request, provide written certification of completion. Customer remains responsible for preventing unauthorized retention or transfer by its Authorized Users. Customer agrees to reasonable access requests to Customer-controlled Devices to ensure compliance with Usage Limits and Use Restrictions.

3. FEES AND PAYMENT.

3.1 Fees. Customer shall pay Nominal the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein ("Fees") and without offset or deduction. Unless the Customer is an instrumentality of the U.S. Government, Nominal reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the applicable subscription period. Nominal will issue invoices to Customer in accordance with the terms outlined in the Order Form. Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If Customer has automatic billing, Nominal will charge Customer's selected payment method for any Fees on the applicable payment date, including any applicable taxes. If Nominal cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Nominal will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, Nominal may update information regarding Customer's selected payment method if provided such information by Customer's financial institution. In the event a dispute arises involving an instrumentality of the U.S. Government Customer concerning such outstanding Fees, such dispute will be subject to the applicable disputes clause in the underlying government contract.

3.2 Payments. Payments due to Nominal under this Agreement must be made in U.S. dollars by ACH, wire transfer of immediately available funds to an account designated by Nominal, or such other payment method mutually agreed by the Parties. All payments are non-refundable, and neither Party will have the right to set off, discount, or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate greater of 1.5% per month or the highest rate permitted by applicable law, and Nominal may, without further notice, immediately suspend Customer's access to the Platform, Software, and Professional Services until all payments are made in full. Customer will reimburse Nominal for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any late payments or interest. Notwithstanding the foregoing, if Customer is an instrumentality of the U.S. Government, in the event a dispute arises under this Agreement, Nominal will continue performance while the dispute is adjudicated pursuant to the applicable disputes clause in the underlying government contract.

3.3 Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Nominal hereunder, other than any taxes imposed on Nominal's income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Nominal hereunder, Customer will pay an additional amount, so that Nominal receives the amounts due to it hereunder in full, as if there were no withholding or deduction. If Customer is an instrumentality of the U.S. Government, the payment of any taxes or surcharges will be governed by the terms of the underlying government contract and must be submitted to the Contracting Officer for a determination of applicability prior to invoicing, unless specifically agreed to otherwise in the government contract.

4. CONFIDENTIAL INFORMATION.

4.1 Definition. As used herein, "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Nominal Materials are the Confidential Information of Nominal. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in this Agreement will limit or restrict Nominal's ability to use or disclose any general know-how, experience, concepts and/or ideas that Nominal or its personnel acquire or obtain in connection with the performance of Nominal's obligations hereunder.

4.2 Obligations. The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except: (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement; or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

4.3 Residual Copies. Notwithstanding anything to the contrary in this Agreement, a Receiving Party may retain copies of the Disclosing Party's Confidential Information to the extent such information is contained in routine electronic backups, disaster recovery systems, archival media, security logs, legal hold repositories, or other records maintained in the ordinary course of business, provided that such retained Confidential Information: (i) remains subject to the confidentiality obligations of this Agreement; (ii) is not accessed or used except as necessary for backup restoration, legal, regulatory, security, or compliance purposes; and (iii) is deleted or overwritten in accordance with the Receiving Party's standard retention and backup practices. The Receiving Party shall have no obligation to restore, locate, isolate, or overwrite backup or archival media solely for the purpose of deleting Confidential Information.

4.4 Expiration. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years after the termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.

4.5 Agreement. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes. Notwithstanding the foregoing, if the Customer is an instrumentality of the U.S. Government, the Customer's responsibilities under this Section 4 will be governed by the Freedom of Information Act, as applicable.

5. CUSTOMER MATERIALS; DATA RIGHTS.

5.1 Ownership of Customer Materials. As between Customer and Nominal, Customer owns and retains all right, title, and interest in and to Customer Materials. Customer's ownership of Customer Materials does not extend to Nominal Materials, Customer Applications as a whole, or any Platform functionality, workflow engine, schema, template, automation framework, connector, interface, runtime, orchestration logic, or other Nominal technology used to process, display, organize, transform, execute, or export Customer Materials. If an Order Form expressly identifies Customer Developments to be produced by Nominal as part of Professional Services, Customer will own those Customer Developments solely to the extent expressly identified and excluding all Nominal Materials. Nominal retains all rights in generalized know-how, concepts, techniques, skills, and improvements developed or learned in connection with the services, provided Nominal does not disclose Customer Confidential Information.

5.1.1 Subject to the respective rights and obligations under this Agreement, Customer acknowledges that Nominal and/or its Affiliates may develop and publish applications that are similar to or otherwise compete with Customer Application Features. Nothing in this Agreement impairs our right to develop, acquire, license, market, promote or deploy products, software, or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that you may develop, produce, market or deploy.

5.2 License; Representations and Warranties. Customer grants Nominal a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify, and otherwise process Customer Materials solely as reasonably necessary to provide, operate, secure, support, maintain, troubleshoot, optimize, and improve the Platform, Software, and Professional Services and to perform Nominal's obligations under this Agreement. Customer represents and warrants that: (i) it has and will maintain all rights, authority, notices, consents, and licenses necessary for Nominal to process Customer Materials as contemplated by this Agreement; (ii) Nominal's permitted processing of Customer Materials will not violate applicable law or third-party rights; and (iii) Customer Materials will not contain malicious code intended to damage, disrupt, or improperly access the Platform, Software, or Nominal Materials. Nothing in this Section restricts Nominal from using Usage Data or aggregated or de-identified information that does not identify Customer or disclose Customer Confidential Information to operate, analyze, improve, secure, and develop Nominal's products and services.

5.3 AI Features. The Platform and Software include technologies and features that are designed to mimic or exhibit aspects of human intelligence or cognitive skills, including features that use machine learning, natural language processing, large language models, or similar techniques to generate, predict, classify, or recommend content, insights, or actions based on provided input ("AI Features"). As between the parties, AI Features constitute Nominal Materials, and Nominal retains all right, title, and interest in and to the AI Features. Where Customer has enabled the AI Features, Customer consents to Nominal's processing of Customer Materials through the AI Features to support, optimize, and improve Nominal's products and services. Customer's use of AI Features does not alter the Customer's confidentiality protections as described in Section 4 of this Agreement. Accordingly, Customer Confidential Information will not be shared with or made available by Nominal to third-party service providers, unless expressly permitted under this Agreement. Customer is solely responsible for any notices, disclosures, consents, assessments, or other obligations arising from Customer's use of the AI Features. Customer may request, by written notice, that Nominal disable Customer's access to AI Features, where technically feasible. Nominal will implement such request within a commercially reasonable period. Customer acknowledges that disabling AI Features may reduce or eliminate certain functionality of the Platform.

5.4 Data Security. The Parties will use commercially reasonable efforts, and take no less than industry standard precautions, to store, collect, transmit, handle and receive all data received from the other Party in connection with this Agreement, and will cooperate with one another in good faith with respect to any issue, inquiry or incident involving the security of such data to the extent necessary to comply with applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws. A "Data Security Incident" does not include unsuccessful attempts or events that do not result in unauthorized access to, acquisition of, or disclosure of Customer Materials or does not directly impact Customer Materials. Notification of a Data Security Incident does not constitute an admission of fault, liability, or breach of this Agreement. Customer acknowledges that the security of the Platform is a shared responsibility and remains solely responsible for the security of its own systems, devices, networks, user accounts, authentication credentials, configurations, integrations, access decisions, and use of the Platform. Nominal shall have no responsibility for any Data Security Incident or unauthorized access resulting from Customer's or its users' acts or omissions, including compromised credentials, misconfigurations, insecure integrations, or use of the Platform in violation of this Agreement. Except as expressly provided in this Agreement or such mutually executed addendum, this Section constitutes Nominal's exclusive obligations with respect to information security and Security Incidents and does not create any separate warranty, indemnification obligation, or heightened standard of care.

5.5 Usage Data. Certain data may be collected, transmitted, and stored by Nominal in connection with this Agreement ("Usage Data"). Usage Data will include information related to Customer's Use of the Platform and Software, such as information about hardware devices and systems used to access and Use the Platform or Software, login information, user logs, and similar data. Usage Data will be used by Nominal for lawful purposes, including but not limited to, performing diagnostics and usage analyses, to facilitate the provision of Software updates, provide product support, Professional Services, and other services, and to improve Nominal's products and services and develop new ones.

6. REPRESENTATIONS AND WARRANTIES.

6.1 Mutual. Each Party hereby represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

6.2 By Nominal. Nominal will use commercially reasonable efforts to ensure that the Platform, where hosted by Nominal, is accessible to Customer during the term of the applicable subscription. Nominal warrants that the Software, as provided by Nominal and used in compliance with this Agreement, will perform materially in accordance with the Documentation during the term of the applicable subscription. Customer's sole remedy and Nominal's sole obligation for a breach of the foregoing warranty is to correct any reproducible non-conformance reported to Nominal by Customer. If Nominal determines that correction of the non-conformance is not practical, then Nominal may terminate the license for the non-conforming Software and provide Customer with a pro-rated refund of applicable fees paid for the non-conforming Software.

6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM, SOFTWARE, PROFESSIONAL SERVICES, NOMINAL MATERIALS, CUSTOMER APPLICATION TOOLING, DESKTOP ROLLOUT FEATURE, NEW OFFERINGS, AND ALL OUTPUTS ARE PROVIDED "AS IS," "WHERE IS," AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOMINAL DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NOMINAL DOES NOT WARRANT THAT THE PLATFORM OR SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, CORRECT ALL DEFECTS, OR BE COMPATIBLE WITH CUSTOMER SYSTEMS, CUSTOMER APPLICATIONS, THIRD-PARTY SERVICES, OR CUSTOMER-CONTROLLED DEVICES. CUSTOMER ACKNOWLEDGES THAT THE PLATFORM AND SOFTWARE ARE GENERAL-PURPOSE COMMERCIAL TECHNOLOGY AND ARE NOT DESIGNED, CERTIFIED, WARRANTED, OR INTENDED TO SERVE AS A FAIL-SAFE OR SAFETY-CRITICAL CONTROL SYSTEM. CUSTOMER WILL NOT RELY ON THE PLATFORM, SOFTWARE, CUSTOMER APPLICATIONS, OR OUTPUTS AS THE SOLE OR PRIMARY BASIS FOR ANY HAZARDOUS USE OR FOR ANY DECISION OR ACTION WHERE FAILURE, DELAY, ERROR, OR INACCURACY COULD REASONABLY BE EXPECTED TO CAUSE DEATH, PERSONAL INJURY, DISMEMBERMENT, PHYSICAL HARM, MATERIAL PROPERTY DAMAGE, ENVIRONMENTAL HARM, OR OTHER HAZARDOUS CONSEQUENCES. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH SUCH USE AND IS SOLELY RESPONSIBLE FOR INDEPENDENT VALIDATION, REDUNDANCY, HUMAN OVERSIGHT, SAFETY SYSTEMS, AND APPROPRIATE ENGINEERING CONTROLS. NOMINAL FURTHER DISCLAIMS ALL WARRANTIES AS TO THE ACCURACY, COMPLETENESS, FAIRNESS, OR RELIABILITY OF OUTPUTS, ANALYSES, RECOMMENDATIONS, OR RESULTS GENERATED BY AI FEATURES OR CUSTOMER APPLICATIONS. USE OF THE PLATFORM, SOFTWARE, NOMINAL MATERIALS, CUSTOMER APPLICATIONS, AND OUTPUTS IS AT CUSTOMER'S SOLE RISK.

If Customer is an instrumentality of the U.S. Government, this Section 6.3 does not limit or disclaim the warranty set forth in Federal Acquisition Regulation ("FAR") 52.212-4(o) to the extent such clause is incorporated in the underlying government contract. In the event of a breach of warranty under Section 6, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulation or supplements, and the Contract Disputes Act, 41 U.S.C. 7101-7109.

7. EXPORT CONTROL; TRADE COMPLIANCE.

7.1 Compliance Generally. Each Party represents, warrants and covenants that, in the performance of its rights and obligations under this Agreement, it will comply with all applicable laws, rules, and regulations concerning or relating to export controls, economic sanctions, trade embargoes, and antiboycott measures, including, without limitation: (A) the Export Administration Regulations, 15 C.F.R. Parts 730-774 (the "EAR"), administered by the U.S. Department of Commerce, Bureau of Industry and Security ("BIS") under the Export Control Reform Act of 2018, 50 U.S.C. §§ 4801-4852; (B) the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130 (the "ITAR"), administered by the U.S. Department of State, Directorate of Defense Trade Controls ("DDTC") under the Arms Export Control Act, 22 U.S.C. § 2778; (C) the economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"); and (D) the Anti-Boycott Act of 2018, 50 U.S.C. §§ 4841-4843, and the antiboycott provisions of the EAR at 15 C.F.R. Part 760 (collectively, the "Trade Control Laws"). In the event of a conflict between the laws of the United States and the laws, orders, or directives of any other jurisdiction, the laws of the United States control with respect to Nominal's performance.

7.2 Customer Sole Responsibility. As between the Parties, Customer is solely responsible and liable for: (A) determining the export control jurisdiction and classification of all Customer Materials and of any data Customer or its Authorized Users transmit to, or receive from, the Platform or Software; (B) obtaining and maintaining all licenses, authorizations, exemptions, exceptions, technology control plans, and other governmental approvals required for its Use of the Platform, Software, Nominal Materials, Third-Party Services, and Customer Materials, including any required for access by its Authorized Users and Affiliates in any jurisdiction from which they access the Platform or Software; and (C) screening its Authorized Users, personnel, and end customers against all applicable restricted party lists. Nominal makes no representation, and assumes no responsibility or liability, with respect to the export control jurisdiction, classification, or authorization status of any Customer Materials, and Nominal will not be deemed the exporter of record with respect to any Customer Materials.

7.3 Restricted Parties. Each Party represents and warrants that it is not, nor is it fifty percent (50%) or more owned or otherwise controlled, individually or in the aggregate, by a party or parties: (A) located, ordinarily resident, or legally organized in any country or region subject to comprehensive U.S. sanctions or embargo (presently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a "Restricted Territory"); (B) identified on OFAC's Specially Designated Nationals and Blocked Persons List, the BIS Denied Persons List (Supplement No. 2 to 15 C.F.R. Part 764), the BIS Entity List (Supplement No. 4 to 15 C.F.R. Part 744), the BIS Unverified List (Supplement No. 6 to 15 C.F.R. Part 744), the BIS Military End-User List (Supplement No. 7 to 15 C.F.R. Part 744), the DDTC list of persons subject to statutory debarment under 22 C.F.R. § 127.7, or any other applicable restricted party list or directive (each, a "Restricted Party"); or (C) engaged in activities prohibited by the Trade Control Laws.

7.4 Export-Controlled Customer Materials; Advance Notice. Customer may submit to the Platform or Software Customer Materials that constitute technical data or defense articles subject to the ITAR, technology or software subject to the EAR from which Customer or its Authorized Users access the Platform or Software, or information subject to 10 C.F.R. Part 810 (collectively, "Controlled Materials"), provided that Customer: (A) provides Nominal advance written notice of the Customer's request to submit Controlled Materials, identifying, without limitation, conditions relating to the legally required deployment model (including On-Prem Deployment), hosting region, and any specified access controls, including limitation of access to U.S. persons; (B) obtains Nominal's written acceptance of that notice, through identification in the applicable Order Form, before submitting any Controlled Materials; (C) complies with the conditions Nominal reasonably specifies in that acknowledgment; and (D) obtains and maintains all licenses, agreements, exemptions, exceptions, and other authorizations required under the Trade Control Laws for any release of the Controlled Materials to Nominal or to Nominal's personnel. If Customer submits Controlled Materials without satisfying clauses (A) through (D), Nominal may remove, quarantine, or delete such Controlled Materials and suspend access under Section 2.3(viii), and Customer will be responsible for all resulting losses, costs, and liabilities.

7.5 Classified Information and Controlled Unclassified Information. Unless the applicable Order Form expressly permits Controlled Unclassified Information or Classified Information, Customer will not submit, store, collect, transmit, host, or process through the Platform or Software any classified national security information within the meaning of Executive Order 13526. Further, Customer will not submit Controlled Unclassified Information within the meaning of Executive Order 13556 and 32 C.F.R. Part 2002 ("CUI"). Should the applicable Order Form permit such information within the Nominal Platform, Customer shall be responsible for the identification, safeguarding, access, and incident-reporting requirements that apply (including, if applicable, NIST Special Publication 800-171 and DFARS 252.204-7012).

8. INDEMNIFICATION.

8.1 Nominal Indemnification. Subject to Section 8.3, Nominal will defend Customer against any claim alleging that Customer's Use of the Platform or Software infringes or misappropriates a third-party's Intellectual Property Rights ("IP Claim"), and will pay damages and costs awarded against Customer, or agreed to in settlement by Nominal (including reasonable attorneys' fees), resulting from such IP Claim.

8.2 Customer Indemnification. Except to the extent prohibited by applicable law, Customer will defend, indemnify, and hold harmless Nominal and its Affiliates, officers, directors, employees, and agents from and against unaffiliated third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (i) Customer Materials, including allegations that Customer Materials infringe, misappropriate, or violate third-party rights or applicable law; (ii) Customer's products or services; (iii) Customer's or an Authorized User's use of the Platform, Software, Nominal Materials, AI Features, Customer Applications, or Desktop Rollout Feature in violation of this Agreement or Documentation; (iv) the design, code, logic, configuration, testing, operation, output, distribution, or use of any Customer Application or Customer-authored code; (v) Hazardous Use, including bodily injury, death, property damage, or environmental harm resulting from Customer's reliance on the Platform, Software, Customer Applications, or outputs in a safety-critical context; or (vi) Customer's breach of obligations relating to export controls, CUI, Classified Information, privacy, security, or applicable law. This Section does not apply to a Customer that is an instrumentality of the U.S. Government to the extent indemnification is prohibited by applicable federal law.

8.3 Exclusions. Nominal's obligations under Section 8.1 will not apply if the underlying third-party claim arises from, or relates to: (i) Customer's breach of this Agreement; (ii) the gross negligence, willful misconduct or fraud of Customer; (iii) any Customer Materials; (iv) Customer's failure to use any enhancements, modifications, or updates to the Platform or Software that have been provided to Customer by Nominal; (v) modifications to the Platform or Software by anyone other than Nominal; (vi) combinations of the Platform or Software with software, data, hardware or materials not developed or manufactured by Nominal; (vii) Customer's continued Use of a prior version of the Platform or Software that has been superseded by a non-infringing version subsequently released by Nominal; (viii) Customer's continued Use of the Platform or Software after Nominal has requested that Customer cease Use due to a claim; (ix) any Customer Application, Customer-authored code, workflow, configuration, automation, integration, instruction, or modification not created by Nominal; (x) any Hazardous Use; (xi) any Desktop Rollout Feature issue caused by Customer-controlled devices, local environments, third-party software, connectivity, power, synchronization, unsupported configurations, or Customer security controls; or (xii) Customer's use of the Platform or Software as a safety-critical, fail-safe, emergency, or primary control system.

8.4 IP Remedies. If Nominal reasonably believes the Platform or Software (or any component thereof) could infringe or misappropriate any third party's Intellectual Property Rights, Nominal may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Platform, Software, or any component or part thereof to make it non-infringing; or (ii) procure the right for Customer to continue Use. Except where Customer is an instrumentality of the U.S. Government, if Nominal determines that neither of the foregoing alternatives are commercially practicable, Nominal may terminate this Agreement in its entirety, or the applicable Order Form, or with respect to the affected Platform, Software, or component, by refunding to Customer any prepaid and unused fees for the affected Platform or Software, or component, as applicable. The rights and remedies set forth in this Section 8.4 constitute Customer's sole and exclusive remedy, and Nominal's sole and exclusive obligation, for any claims that the Platform, Software, or Use thereof, infringes or misappropriates any Intellectual Property Rights of any third party.

8.5 Customer Insurance. During the Term, Customer will maintain insurance coverage customary and commercially reasonable for its business, operations, and use of the Platform. To the extent Customer engages in Hazardous Use or deploys a Customer Application or Desktop Rollout Feature in connection with safety-critical, industrial, aerospace, energy, transportation, manufacturing, or other environments presenting material bodily injury, property damage, environmental, product, or cyber risk, Customer will maintain coverage appropriate to those risks, which may include commercial general liability (including products and completed operations), product liability, cyber/privacy liability, and technology errors and omissions coverage, in each case at limits commercially reasonable for Customer's operations and risk profile. Upon reasonable request, Customer will provide evidence of applicable coverage. Customer's insurance does not limit Customer's obligations or liability under this Agreement. Specific insurance requirements or limits for a deployment may be stated in the applicable Order Form.

8.6 Indemnification Procedures. The Party seeking defense and indemnity (the "Indemnified Party") will promptly notify the other Party (the "Indemnifying Party") of the IP Claim or Claim, as applicable, for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any IP Claim or Claim, as applicable for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any IP Claim, or Claim, applicable without the Indemnified Party's prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such IP Claim or Claim, as applicable, at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

9. LIMITATIONS OF LIABILITY.

9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE PRODUCTS OR SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOMINAL WILL NOT BE LIABLE FOR DEATH, PERSONAL INJURY, DISMEMBERMENT, PHYSICAL HARM, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, OR OTHER HAZARDOUS CONSEQUENCES ARISING FROM OR RELATING TO CUSTOMER'S HAZARDOUS USE; CUSTOMER APPLICATIONS OR CUSTOMER-AUTHORED CODE; CUSTOMER'S SAFETY, CONTROL, OR DECISION-MAKING SYSTEMS; OR CUSTOMER'S FAILURE TO IMPLEMENT INDEPENDENT VALIDATION, REDUNDANCY, HUMAN OVERSIGHT, OR APPROPRIATE SAFETY CONTROLS. WITHOUT LIMITING THE FOREGOING, NOMINAL WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM, DECISION, ACTION, OR OMISSION ARISING FROM OR RELATING TO CUSTOMER’S OR ANY AUTHORIZED USER’S USE OF OR RELIANCE ON ANY OUTPUT, RECOMMENDATION, PREDICTION, ANALYSIS, CODE, CONTENT, OR ACTION GENERATED, SUGGESTED, OR FACILITATED BY ANY AI FEATURE OR THIRD-PARTY ARTIFICIAL INTELLIGENCE SERVICE, INCLUDING ANY INACCURACY, ERROR, OMISSION, HALLUCINATION, BIAS, OR OTHER DEFECT THEREIN. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VALIDATING, AND DETERMINING THE APPROPRIATENESS OF SUCH OUTPUTS BEFORE USING OR RELYING UPON THEM, INCLUDING THROUGH APPROPRIATE HUMAN OVERSIGHT. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

9.2 Total Liability. EXCEPT FOR (I) CUSTOMER'S INDEMNITY OBLIGATIONS; (II) CUSTOMER'S BREACH OF THE LICENSE, USE RESTRICTIONS, OR NOMINAL'S INTELLECTUAL PROPERTY RIGHTS; (III) CUSTOMER'S PAYMENT OBLIGATIONS; OR (IV) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE TO NOMINAL UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOMINAL'S LIABILITY FOR A DATA BREACH CLAIM, IF ANY, REMAINS SUBJECT TO THIS CAP. THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ASSERTED AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.3 Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN NOMINAL AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL OF THEIR ESSENTIAL PURPOSE.

10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement begins on the Effective Date and continues until all applicable Order Forms have expired or been terminated (the "Term").

10.2 Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party: (i) materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) either party files a petition for bankruptcy (or becomes the subject of a bankruptcy proceeding) that is not dismissed within sixty (60) days of filing, or a party is otherwise insolvent. If the Customer is an instrumentality of the U.S. Government, termination of the Agreement will be governed by the underlying government contract. Termination will not relieve Customer of any payment obligation accrued or committed prior to termination. Unless Customer terminates for Nominal’s uncured and undisputed material breach, Customer remains responsible for all fees committed for the then-current Subscription Term, regardless of Customer’s actual use of the Platform, and all fees paid or payable are non-cancellable and non-refundable.

10.3 Survival. This Section 10.3 and Sections 1, 2.3, 2.9, 4, 5.1, 5.2, 5.3, 5.4, 5.5, 6.3, 8.2, 8.6, 9, 10.4, 10.5, 11 and 12 survive any termination or expiration of this Agreement.

10.4 Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2.2 will immediately terminate; and (ii) Customer will cease all Use of the Platform, Software and Nominal Materials, and will de-install and delete all copies of the Software and Documentation (including all copies of the Platform and Software used in On-Prem Deployment); and (iii) Customer will return or destroy, at Nominal's sole option, all Nominal Confidential Information and Nominal Materials in its possession or control, including permanent removal of such Nominal Confidential Information and Nominal Materials (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in the Customer's possession or under its control. At Nominal's request, Customer shall certify in writing to Nominal that the Nominal Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund. For clarity, expiration or termination immediately ends all rights to access, execute, use, distribute, or retain any Customer Application, Desktop Rollout Feature, deployment package, executable, workflow representation, or other Nominal Materials, whether hosted, installed, cached, downloaded, or otherwise present in Customer's environment. Customer will promptly disable access and permanently remove such Nominal Materials from all Customer-controlled systems, devices, removable media, repositories, backups to the extent reasonably accessible in the ordinary course, and other storage locations, and will not retain any copy for archival, continuity, reverse-engineering, or other purposes. Upon Nominal's request, Customer will provide written certification of such cessation and removal.

10.5 Customer Materials Deletion. Customer may request that Nominal provide Customer with the ability to download Customer Materials that exist in the Nominal-hosted Platform at the time of termination of the Agreement. Upon receipt of such request, which must be made within thirty (30) days of termination or expiration of the Agreement, Nominal will provide Customer with a copy of the Customer Materials that are stored in the Platform using standard file formats. If Customer requests non-standard file formats for its Customer Materials, or if Customer requests any additional assistance in connection with the Customer Materials, Customer will pay Nominal the then-current professional services rates for such assistance. If Customer does not request a copy of the Customer Materials within such thirty (30) day period, Nominal may at its sole discretion delete the Customer Materials. Notwithstanding the foregoing, Nominal may retain the Customer Materials (or any portions thereof) that are necessary for security, compliance, applicable law, or regulatory, audit, billing, or fraud prevention purposes. Any retained Customer Materials will remain subject to the confidentiality obligations of this Agreement, including Section 4.

11. PUBLICITY.

Upon Customer's written consent (which shall not be unreasonably withheld), Nominal may use Customer's name, trademarks, and logos (collectively, "Customer Marks") on Nominal's website and in its marketing materials to identify Customer as Nominal's customer, and for the purpose of providing the Platform, Software, and any Professional Services to Customer, provided that Nominal shall use commercially reasonable efforts to adhere to the usage guidelines furnished by Customer with respect to Customer Marks. All goodwill and improved reputation generated by Nominal's use of the Customer Marks inures to the exclusive benefit of Customer. Nominal will use the Customer Marks in the form stipulated by Customer and will conform to and observe such standards as Customer prescribes from time to time in connection with the license granted hereunder.

12. U.S. GOVERNMENT CUSTOMERS.

The provisions of this Section 12 shall apply only if the Customer or its organization is an instrumentality or component of the U.S. Government. Customer agrees that the Platform, Software and Documentation were developed solely at private expense and are "commercial product[s]" and "commercial computer software" as those terms are defined at FAR 2.101. If a right to access the Platform, Software and Documentation is procured for or on behalf of Customer, Customer is solely granted those rights in technical data and computer software customarily provided to Nominal's customers as described in this Agreement and as contemplated by (i) FAR 12.211 and FAR 12.212 if Customer is part of any agency other than the U.S. Department of Defense and (ii) DFARS 227.7202-3 and DFARS 252.227-7015 if Customer is part of the U.S. Department of Defense. Nominal will have no obligation to deliver additional data to the U.S. Government or any third party other than the Platform, Software and Documentation expressly identified in writing by Nominal as being provided subject to this Agreement. This Agreement, including this Section 12, applies in lieu of any other FAR, DFARS, or other clause, provision, statute, or supplemental regulation that addresses U.S. Government rights in technical data or computer software. The validity, interpretation, and enforcement of this Agreement shall be governed and construed in accordance with the federal laws of the United States and the federal common law of government contracts as established by the federal courts in the District of Columbia.

13. GENERAL.

13.1 Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party's prior written consent. Any attempt to assign or transfer this Agreement without such consent will be null and void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party's business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

13.2 Force Majeure. Neither Party will be liable for delay or failure to perform any obligation under this Agreement, other than Customer's obligation to pay amounts due, to the extent caused by events beyond the affected Party's reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action or refusal of license, cyberattacks, ransomware, denial-of-service attacks, telecommunications or Internet failures, cloud or hosting-provider outages, electrical or power outages, or failures of utilities or third-party infrastructure. The affected Party will use commercially reasonable efforts to mitigate the effects of the event and resume performance.

13.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

13.4 Entire Agreement; Construction. This Agreement, including its Order Forms, and any applicable statements of work, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. The Parties agree that the rule of construction that a contract be construed against the drafter, if any, shall not be applied in the interpretation and construction of this Agreement.

13.5 Precedence. The terms of this Agreement will control over any conflicting terms or document except as follows: (i) conflicting terms in an Order Form will control but only if such terms identify the provision of this Agreement that is being modified; and (ii) if Customer is an instrumentality of the U.S. Government, and this Agreement conflicts with the terms of the underlying government contract, the applicable order of precedence clause in the government contract will govern. No terms in any preprinted form or other document, including without limitation any Customer purchase order or equivalent, will apply to, or modify this Agreement.

13.6 Amendment; Waiver; Headings. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. Further, Section and subsection headings are included for convenience of reference only and will not affect the meaning, interpretation, or construction of this Agreement.

13.7 Governing Law; Arbitration; Forum; Waiver.

(a) Governing Law. This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, whether sounding in contract, tort, statute, or otherwise, will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

(b) Optional Arbitration by Mutual Agreement. Except where Customer is an instrumentality of the U.S. Government or applicable law prohibits arbitration, the Parties may, by mutual written agreement, elect to submit any dispute, claim, or controversy arising out of or relating to this Agreement to binding arbitration before the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. Unless otherwise agreed by the Parties in writing, the seat and legal place of arbitration will be New York County, New York, the arbitration will be conducted in English, and the matter will be heard by three (3) arbitrators, with each Party selecting one arbitrator and the two Party-appointed arbitrators selecting the third. The arbitrators will have authority to award any remedy or relief available at law or equity, including reasonable attorneys' fees and costs where authorized by this Agreement or applicable law. The arbitration proceedings, including all submissions, testimony, and awards, will be confidential, except to the extent disclosure is required to enforce or challenge an arbitration award or otherwise required by law.

(c) Exclusive Forum. Unless the Parties mutually agree in writing to arbitrate a dispute in accordance with the foregoing, and except where Customer is an instrumentality of the U.S. Government or applicable law prohibits such an agreement, the Parties irrevocably agree that the United States District Court for the Southern District of New York will have exclusive jurisdiction over any action or proceeding arising out of or relating to this Agreement. If the Southern District of New York lacks subject matter jurisdiction over a particular action, such action will be brought exclusively in the state courts located in New York County, New York. Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens, and agrees not to commence any action or proceeding arising out of or relating to this Agreement in any other forum except as required by applicable law.

(d) Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTRY INTO THIS AGREEMENT. The prevailing Party in any action or proceeding arising under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs to the extent permitted by applicable law.

13.8 Notices. All notices required to be sent hereunder will be in writing and will be deemed to have been given when mailed by United States Postal Service Priority Mail, with delivery confirmation, or sent by email, with receipt confirmed.

If to Nominal: Nominal, Inc. 506 N. Congress Ave., Ste. 200 Austin, TX 78701-3573 Attn: Office of the General Counsel legalnotices@nominal.io