Alchemain Terms of Service

These Terms of Service (the "Terms") are expressly incorporated into the Master Services Agreement (the "Agreement") and govern your access to and use of the Services provided by Alchemain Inc. ("Alchemain"). Your continued use of the Services constitutes your consent to any revisions to these Terms of Service.

1. The 00felix Platform and Services

Alchemain owns and has developed the proprietary 00felix Platform, which entirely automates and completes the dependency upgrade process for software applications. The collective services provided under the Agreement, including the 00felix Platform and related services, are referred to as the "Services".

2. Platform Access and License

Alchemain grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the 00felix Platform and the Services solely for your internal business purposes.

3. User Responsibilities and Restrictions

You and your employees and contractors who use the Platform (collectively, the "Users") may only use the Services in accordance with the then current documentation, specifications, and instructions made generally available by Alchemain ("Documentation"). You are responsible for ensuring that all Users comply with these Terms, and any failure to comply will constitute a breach by you.

You agree that you will not, and will not allow any User or other third party, to:

• Permit any third party other than a User to access or use the Services.
• Decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, except where expressly permitted by applicable law.
• Use the Services, Platform, or any Alchemain Confidential Information to develop a competing product or service.
• Remove, minimize, block, or modify any copyright, trademark, or proprietary notice included in the Services or Documentation.
• Use the Services in a manner that violates privacy rights or infringes upon intellectual property or other proprietary rights.
• Use the Services for fraudulent or illegal purposes.
• Use the Services in conjunction with any services, software, content, or hardware not provided by Alchemain; all such use is at your sole risk and liability.
• Use the Services in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency.

You represent and warrant that your use of the Services will be in compliance with all applicable law.

4. Third-Party Software

If you are required to agree to any third-party software licenses, you are responsible for complying with the terms and conditions of those licenses and shall maintain them during the Term. Alchemain does not control and is not responsible for any third-party software or services you access or use in connection with the Services. Alchemain makes no representations or warranties with respect to any third party software.

5. Fees and Payment

You shall pay Alchemain the fees associated with the Services ("Fees") in accordance with the payment provisions set forth in the applicable Statement of Work. Except as specifically provided elsewhere in the Agreement, all Fees are non-refundable.

Payment is due no later than thirty (30) calendar days from the invoice date. Failure to timely pay constitutes a material breach of the Agreement, and overdue payments will bear interest at a rate of one and one half percent (1.5%) per month (or the maximum permissible under law). Alchemain has the right to immediately suspend or cease all Services if you fail to timely pay Fees.

6. Intellectual Property

A. Alchemain IP

Alchemain owns all right, title, and interest in and to the 00felix Platform, Services, Documentation, and all related Intellectual Property. This ownership includes any changes, modifications, or improvements made thereto, including any suggestions or requests for changes made by you.

B. Customer Content

You grant Alchemain a non-exclusive, world-wide, royalty-free license to use the data and other information you input on the 00felix Platform (the "Customer Content") for purposes of performing the Agreement. You must retain a copy of your Customer Content outside the Services and are solely responsible for preserving and making adequate backups of your data.

C. Feedback

If you provide suggestions, comments, or other feedback ("Feedback") to Alchemain regarding the Services, Alchemain may use this Feedback for any purpose without obligation of any kind. If a license is required to use the Feedback, you grant Alchemain an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with Alchemain's business, including the enhancement of the Services.

7. Beta Functionality

Alchemain may designate certain new functionality as "Beta Functionality". You acknowledge and agree that Beta Functionality:

• Will be at an early stage of development and may be unpredictable, leading to erroneous results.
• Will not be appropriate for production use.
• May not meet your requirements or be error-free.
• Your use of Beta Functionality is for evaluation and testing purposes, and you will promptly report any errors or defects to Alchemain.

8. Disclaimer of Warranties

You expressly agree and acknowledge that use of the Services is at your SOLE RISK. Alchemain does not warrant that:

• The Services will meet your requirements.
• The Services are compatible with any particular hardware or software.
• The operation of the Services will be uninterrupted or error-free, or that defects will be corrected.
• Any data provided by Alchemain or through the Services will be accurate or complete.

9. Limitation of Liability

10. Term and Termination

The initial term of the Agreement is one (1) year (the "Initial Term"), after which it automatically renews for successive terms of one (1) year each (each a "Renewal Term"), unless terminated sooner.

Either party may terminate the Agreement upon fifteen (15) days' prior written notice if the other party materially breaches any provision (or without notice in the case of nonpayment). Either party may also terminate with or without cause upon thirty (30) days' prior written notice.

Upon termination of this Agreement for any reason, your and all User's access to and use of the terminated Services will cease.

11. General Provisions

• Governing Law and Venue: This Agreement is governed by the law of the State of Delaware. The exclusive forum and venue shall be in state or federal courts in Wilmington, Delaware.
• Survival: Sections relating to Intellectual Property, Fees and Financial Terms, Warranties, Indemnification, Limitation of Liability, Confidentiality, Term and Termination (Effect of Termination), and General Provisions shall survive termination or expiration of the Agreement.
• Entire Agreement: This Agreement includes and incorporates the Addendum and all exhibits and sets forth the entire agreement between the parties. In the event of an irreconcilable conflict between these Terms of Service and the Master Services Agreement (including Addendum terms), the provisions of the Master Services Agreement shall govern.