LAST UPDATED: April 25 2025

Welcome, and thank you for your interest in Prasso Inc., a Delaware Corporation, (“Prasso”) and Prasso’s software-as-a-service tool and platform for managing product development processes (collectively, the “Services”). Please read these Prasso Terms and Conditions (“T&Cs”) carefully. To signup for or purchase a subscription to any of the Services hereunder, you must either: (i) execute an ordering document with Prasso that references these T&Cs, or (ii) register for a subscription at https:// app.macroscope.com (any such fully executed ordering document or online registration request that is accepted by Prasso is hereafter referred to as an “Order”). As part of the ordering process, you must identify the applicable entity or individual that is designated as the customer (“Customer”). Each Order may also identify usage caps or limitations, such as the number of Authorized Users (as defined below). Prasso will not be required, by virtue of this Agreement or otherwise, to provide to Customer any part or portion of the Services that are not expressly covered by such Order. All Orders are governed by and subject to these T&Cs, and these T&Cs, together with all Orders, may collectively be referred to as the “Agreement.” THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN PRASSO AND CUSTOMER THAT GOVERNS USE OF THE SERVICES. BY CLICKING “I ACCEPT,” OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT: (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (ii) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PRASSO, (iii) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, ITS PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION, AND (iv) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED AS THE CUSTOMER IN THE ORDER OR AS PART OF THE ACCOUNT REGISTRATION PROCESS. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE T&Cs, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. BY CLICKING “I ACCEPT” OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT. IF CUSTOMER SUBSCRIBES TO ANY OF THE SERVICES FOR A TERM (AS USED HEREIN, AN “INITIAL SUBSCRIPTION TERM”), THEN, UNLESS OTHERWISE INDICATED IN THE ORDER, CUSTOMER’S SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION TERM AT PRASSO’S THEN-CURRENT RATES UNLESS CUSTOMER DECLINES TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.3 BELOW.

1. SERVICES

1.1. Access and Use of Services. Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), Prasso grants Customer a nonexclusive, non-transferable right, during the Subscription Term, to access and use the Services set forth in the applicable Order in accordance with any usage caps or limitations set forth in the applicable Order solely for Customer’s internal business purposes and solely in accordance with the published documentation for the Services which is made available at https://app.macroscope.com (“Documentation”). 1.2. Accounts. As part of the set-up process, one or more accounts on the Services may be created and/or provisioned for Customer and/or its Authorized Users (as defined below) (each, an “Account”). Customer represents and warrants that: (i) all Account registration information provided by or on behalf of Customer is truthful and accurate, and (ii) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Prasso Confidential Information Page 1 of 10 305341951 v5 Account login information and is fully responsible for all activities that occur under Customer’s and its Authorized Users’ (as defined below) Accounts. Customer will use reasonable efforts to prevent any unauthorized access or use of the Services, and Customer agrees to immediately notify Prasso of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security. Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer or its Authorized Users (as defined below), Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Prasso to remediate any issues resulting from, or related to, such unauthorized access or use. Prasso will not be liable for any loss or damage arising from any unauthorized use of the Accounts or Customer’s failure to comply with the above requirements. 1.3. Authorized Users. Customer will only permit the Services set forth in the applicable Order to be accessed by Customer’s employees and contractors that are authorized by Customer to access the applicable Services solely for Customer’s internal business purposes (“Authorized Users”), provided that Customer shall remain liable for all acts and omissions of such users. Customer is solely responsible for determining the level of access and privileges granted to its Authorized Users. Customer will ensure its Authorized Users’ use of the Services is in compliance with the terms of this Agreement, and Customer will be solely responsible for enforcing any of Customer’s internal policies regarding its Authorized Users’ use of the Services. Without limiting the foregoing, Customer will be fully responsible for any decision made by Customer’s Authorized Users to integrate or connect any Customer Environments (as defined below) with the Services. 1.4. Customer Systems and Customer Environments. Customer is solely responsible for ensuring that its systems meet the hardware, software, and any other applicable system requirements for the Services as specified in the Documentation. The Services may allow Customer to integrate or connect the Services with Customer’s accounts, workspaces, and/or environments with third-party service providers (e.g. GitHub, Slack) (each account, workspace, and/or environment is referred to as a “Customer Environment”), and to access data, information, software code, content, and/or other materials hosted for Customer in such Customer Environment (any such data, information, software code, content, and/or materials are collectively referred to as the “Customer Environment Content”). Customer is solely responsible for any Customer Environment that Customer and/or any of its Authorized Users chooses to integrate or connect with the Services and agrees that any Customer Environment Content that is pulled from any Customer Environment will constitute Customer Content, as contemplated in Section 4.1. Customer assumes all risks associated with use of any Customer Environment. Without limiting the foregoing, if Customer and/or any of its Authorized Users provides Prasso with access to any application programming interfaces (“APIs”), API keys, or other credentials for the purpose of connecting or integrating the Services with the Customer Environment, then Customer represents and warrants that it has obtained all necessary consents, permissions, approvals, and/or licenses to access and use, and permit Prasso to access and use, the Customer Environment and pull a copy of the Customer Environment Content as contemplated in Section 7.1 below for the purpose of performing Prasso’s obligations and exercising its rights under this Agreement. Customer assumes all risks associated with use of any Customer Environment, and for any issues caused by Customer’s use of any third-party hardware, software, or services not provided by Prasso. 1.5. Restrictions. The Services set forth in the applicable Order are made available to Customer solely for its own internal business purposes and use. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute, or modify, (iii) write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing, or making accessible products or services that are similar to or compete with, (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any of Customer’s or any third party’s product offering (regardless of hosting or distribution model), or Prasso Confidential Information Page 2 of 10 305341951 v5 otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content, or code to or from (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices), (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies, or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, and (xv) otherwise use except as expressly permitted hereunder, in each case of (i) – (xv), in whole or in part, the Services (and all technology constituting or used to provide the Services) and all related Documentation (collectively, the Services, Documentation, and all such technology are the “Prasso Technology”). 1.6. Use of Artificial Intelligence (a) Customer Content and Third-Party Providers; Source Code. Customer acknowledges and agrees that as part of the Services, Customer Content (as defined below), including Customer Environment Content, may be transmitted to the third-party service providers of Prasso, including the providers of certain large language models and other generative artificial intelligence (AI) technology (the “AI Tools”). Prasso requires the providers of these AI Tools to agree to not use the source code provided by Prasso on behalf of its customers to train their AI Tools. Additionally, Prasso will not use any source code that is included in the Customer Content (as defined below) to train Prasso’s AI models. (b) Risk of Errors; Disclaimers. Customer understands and agrees that (i) the Services utilize artificial intelligence technology and large language models, which may result in inaccurate or incomplete results given the probabilistic nature of machine learning, and (ii) while the use of AI Tools, including the transmission of certain Customer Content (as defined below) to such AI Tools, is an integral and necessary part of Prasso’s delivery of the Services, the content, information, or other results made available through the Services (“Results”) may be inaccurate or incomplete. All Results are provided for informational purposes only, and Customer is responsible for evaluating the accuracy and suitability of Results as appropriate for Customer’s use case and subjecting Results to Customer’s standard quality control procedures within its business, including by using human review of Results for accuracy, legality, and completeness. Customer agrees that Prasso shall have no responsibility or liability arising from the provision of inaccurate or inappropriate Results or any decisions made in reliance on such Results and that such decisions are made at Customer’s own risk. 1.7. Free Trial. If Prasso has made the Services (or any part of the Services, such as specific features or functionality thereof) available to Customer as a “design partner” or on a “free trial,” “pilot,” or “pre-release” basis, then unless expressly indicated in the applicable Order: (i) Prasso will be free to terminate or suspend Customer’s access thereto for any reason at any time and without liability of any kind, (ii) notwithstanding Section 4.4, Prasso will not be obligated to backup or archive any Results, and Customer is fully responsible for backing-up or archiving its Results, and (ii) notwithstanding any other provision of this Agreement, any such access to the Services (or the applicable part of the Services) is provided on an “AS IS” and “AS AVAILABLE” basis without warranty, indemnities, or support of any kind, express or implied. IF CUSTOMER SUBSEQUENTLY PURCHASES A SUBSCRIPTION TO THE SERVICES, CUSTOMER EXPRESSLY AGREES THAT, UNLESS CUSTOMER HAS A SEPARATE SIGNED AGREEMENT GOVERNING CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, THIS AGREEMENT SHALL GOVERN CUSTOMER’S USE OF SUCH SERVICES. 1.8. Support; Updates. Prasso will use commercially reasonable efforts to provide Customer the support services as identified in an Order. If Prasso provides Customer access to a designated support channel or forum (e.g., Slack), any content that is posted to such support channel or forum will be deemed to be Feedback (as defined below) for purposes of Section 4.6. Prasso Confidential Information Page 3 of 10 305341951 v5 Customer agrees that it and its Authorized Users will at all times comply with any other terms posted by Prasso to any such support channel or forum that Customer and/or its Authorized Users use.

2. FEES; PAYMENT

2.1. Fees; Payment Terms. Customer agrees to pay to Prasso the fees for each of the Services that Customer purchases or uses in accordance with the rates and payment terms set forth in the Order. Unless otherwise expressly set forth in an Order, all recurring fees for Services subscriptions will be billed to Customer in advance, and all usage-based fees or overages will be billed to Customer monthly in arrears. Unless otherwise expressly set forth in an Order, the Initial Subscription Term or the Renewal Subscription Term (as defined below) will continue and automatically renew on a recurring basis at regular intervals in accordance with Customer’s elections at the time of sign up or in the applicable Order, unless and until Customer terminates Customer’s subscription in accordance with Section 3, or Customer’s Account is otherwise suspended or terminated pursuant to this Agreement. Prasso reserves the right to change the terms, including rates, for subscriptions to the Services from time to time in accordance with Section 8.4; provided that, (i) Prasso will use commercially reasonable efforts to provide Customer with notice of any increase in the rates for subscriptions to the Services at least thirty (30) days prior to the end of Customer’s then-current Subscription Term, and (ii) any such increase in rates will take effect upon the renewal of such Subscription Term, unless otherwise stated in such notice. If Customer does not agree with such changes, Customer may terminate Customer’s subscription to the Services as set forth in Section 8.4. Prasso will not be able to notify Customer of any changes in applicable taxes in advance. 2.2. Payment Method. Customer will be billed for all amounts due under this Agreement using the billing method Customer provides to Prasso or its third-party payment service provider or the Customer-provided payment method on file. Customer must provide current, complete, and accurate information for Customer’s billing Account and promptly update all information to keep Customer’s billing Account current, complete, and accurate. Fees paid by Customer are nonrefundable, except as provided in this Agreement or when required by law. In the event of a failed attempt to charge Customer’s payment method (e.g., if Customer’s credit card has expired), Prasso reserves the right to retry billing Customer’s payment method. In the event that Customer or Prasso (through its payment service providers) updates Customer’s credit card or other payment information to remedy inaccurate or incomplete information (e.g., a change in validity or expiration date), Prasso may automatically resume billing Customer for its paid subscription to the Services. If there are no valid payment methods on file for Customer, Prasso may send Customer invoices for any amounts due, and Customer will pay such invoices within thirty (30) days of Customer’s receipt thereof. Prasso may suspend or cancel Customer’s access to the Services if Prasso remains unable to successfully charge the payment method associated with Customer’s Account or if Customer fails to pay all invoiced amounts due. Additionally, Prasso may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue. 2.3. Automatic Renewal. Customer must terminate any automatically renewing subscription to the applicable Services at least thirty (30) days before it renews in accordance with this Agreement in order to avoid billing of the recurring subscription fees to Customer. By choosing an automatically renewing subscription plan, Customer acknowledges that it has a recurring payment feature, and Customer accepts responsibility for all recurring charges prior to termination. 2.4. Taxes. Fees do not include, and Customer must pay or reimburse Prasso for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on Prasso’s net income). If Prasso has a legal obligation to pay or collect sales tax for which Customer is responsible, Prasso will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer’s billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer Prasso Confidential Information Page 4 of 10 305341951 v5 timely provides Prasso with a valid tax exemption certificate acceptable to the appropriate taxing authority.

3. TERM AND TERMINATION

3.1. Term. This Agreement will start on the effective date of Customer’s first Order and, unless terminated earlier in accordance with this Agreement, will continue until all Orders hereunder have expired or been terminated for ninety (90) days. Additionally, in the event that all Orders have expired or terminated, either party may terminate this Agreement upon written notice to the other party. 3.2. Subscription Term; Automatic Renewal. The duration of Customer’s Initial Subscription Term for each Order will be as set forth in such Order, and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (each renewal, a “Renewal Subscription Term”) until terminated by Customer or Prasso as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the “Subscription Term.” 3.3. Termination of Recurring Subscriptions. Unless otherwise set forth in an Order, either party may terminate any automatically renewing subscription(s) under this Agreement by providing the other party with at least thirty (30) days’ notice of its intent to terminate prior to the end of the then-current Subscription Term. Customer should send notices of termination to contact@prasso.ai or visit the “Billing” section of the Services and update Customer’s subscription. If Customer cancels or Prasso terminates a subscription as set forth above, then Customer will continue to have access to the applicable Services until completion of Customer’s then-current Subscription Term (or, if terminated within thirty (30) days of renewal, completion of the next Renewal Subscription Term), provided that Customer has timely paid all applicable fees and remains in compliance with the terms of this Agreement. 3.4. Termination for Cause. Prasso may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment for any amounts owed to Prasso. Additionally, either party may terminate this Agreement and all Orders in the event that: (i) the other party is in material breach of this Agreement, which is not cured within thirty (30) days after written notice of such breach, or (ii) the other party files for or is adjudicated bankrupt or suffers any other analogous event. 3.5. Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders and access to Prasso Technology will automatically terminate, and (ii) all outstanding payment obligations of Customer become due and payable immediately. All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.2, 1.4, 1.5, 1.6, 1.7, 2, 3.5, 3.6, and 4 through 8. 3.6. Delinquent Accounts; Suspension. Prasso reserves the right to suspend, terminate, or downgrade any or all of the Services, in its sole discretion, if any amount under an Order is due but unpaid until such time that all amounts due under such Order are paid in full. In addition to the amount due for the Services, Customer will be charged with fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees. Additionally, Prasso reserves the right to suspend Customer and/or its Authorized Users’ access to the Services or any portion thereof at any time: (i) in the event that Prasso suspects that Customer and/or any of its Authorized Users is using the Services in violation of this Agreement or in a manner that infringes any third party’s intellectual property rights, or (ii) if Prasso otherwise believes such action is reasonable to comply with any applicable law, regulation, or court order.

4. LICENSE; OWNERSHIP

Prasso Confidential Information Page 5 of 10 305341951 v5 4.1. Customer Content License. Customer understands that the Services is designed to pull a copy of Customer Environment Content and upload it to the Services for the purpose of managing Customer’s product development processes. As between the parties, Customer retains its ownership of all right, title, and interest in and to all Customer Environment Content and any content, material, or data that is uploaded, transmitted, or otherwise provided to the Services by or on behalf of, or at the direction of, Customer or its Authorized Users (collectively, the “Customer Content”), provided that Prasso is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to: (i) use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Customer Content (in whole or in part) for the purposes of operating and providing the Services to Customer and Customer’s Authorized Users, (ii) collect, access, process, and analyze logs, source code, performance data and any other artifacts from the Customer Environment Content and use such data to troubleshoot, improve, and enhance the Services, and for other development, diagnostic, security, and corrective purposes, and (iii) use deidentified Customer Content to train Prasso’s models and improve the Services. 4.2. Customer Content Restrictions. The Customer Content (including the Customer Environment Content) made accessible on the Services is the sole responsibility of Customer. This means that Customer, and not Prasso, is solely responsible for all Customer Content that is accessible through the Services, including its accuracy, completeness, and suitability. Customer acknowledges that Prasso has no obligation to monitor or pre-screen Customer Content, although Prasso reserves the right in its sole discretion to monitor, pre-screen, refuse, or remove any Customer Content from the Services, including if Prasso believes it violates this Agreement or is otherwise objectionable. Customer further agrees, represents, and warrants that: (i) the Customer Content will not contain any content or material that is illegal, that violates, infringes, or misappropriates any third party’s intellectual property rights, and (ii) Customer and/or its Authorized Users will not provide or make available any Customer Content that contains Sensitive Information to the Services. As used herein, “Sensitive Information” means: (a) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”), (c) Social Security numbers, Social insurance numbers, passport numbers, driver’s license numbers, or other government-issued identification numbers, (d) financial account numbers, (e) online account credentials, or (f) other personal information governed by the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act. Customer acknowledges that Prasso is not a business associate (as that term is defined under HIPAA) or a payment card processor. Customer acknowledges that the Services is not designed to be HIPAA or PCI DSS compliant. Prasso reserves the right (but has no obligation) to review, refuse, and/or remove any Customer Content in its sole discretion, and to investigate and/or take appropriate action against Customer in Prasso’s sole discretion if Customer violates this Agreement or otherwise creates liability for Prasso or any other third party with respect to Customer Content. Such appropriate action may include removing or modifying the Customer Content, terminating the Account in accordance with this Agreement, and/or reporting Customer and/or its Authorized Users to law enforcement authorities. 4.3. Data Privacy and Security. Prasso will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Content against accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure. Customer shall ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant parties (including, without limitation, Authorized Users), and has reserved all rights, in each case, as may be required under applicable law or otherwise for Prasso to process Customer Content to provide the Services as contemplated by the Agreement. Prasso Confidential Information Page 6 of 10 305341951 v5 4.4. Customer Content Data Storage. Customer acknowledges that while Prasso may provide a back-up solution for the Results, Prasso does not offer a back-up or archiving feature for any Customer Content on the Services, and that Customer assumes all risks associated with access and use of the Customer Content with the Services. For clarity, Prasso is not obligated to backup or store any of the Customer Content. Prasso expressly disclaims all other obligations with respect to storage of such Customer Content. Without limiting the foregoing, Prasso reserves the right to delete any and all Customer Content in its discretion in the event that Customer terminates its subscription to the Services. 4.5. Ownership. Except for the limited rights granted in this Agreement, Prasso hereby retains all right, title, and interest, including all intellectual property rights, in and to the Prasso Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY PRASSO. 4.6. Feedback. Customer hereby grants to Prasso and its affiliates a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose, and exploit without restriction all feedback and suggestions regarding the Prasso Technology provided by Customer and/or its Authorized Users (collectively, “Feedback”), including, without limitation, any information about operating results, known or suspected bugs, errors, compatibility problems, suggested modifications, and user-desired features.

5. CONFIDENTIALITY

5.1. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party in connection with this Agreement or otherwise obtained by the other party (“Receiving Party”) that the Receiving Party knew or reasonably should have known was the confidential information of the Disclosing Party. Confidential Information shall not include information that (i) is publicly available through no fault of the Receiving Party, (ii) is independently developed by the Receiving Party, or (iii) is rightfully obtained by the Receiving Party from independent sources free from any duty of confidentiality. Confidential Information of Prasso shall include the non-public parts of the Services and the terms and pricing in this Agreement, but not the fact that this Agreement has been signed, the identity of the parties, or the specific services purchased by Customer. Confidential Information of the Customer shall include any non-public, proprietary source code that is included in the Customer Content. 5.2. Obligations. All Confidential Information of the Disclosing Party shall be held in confidence by the Receiving Party, and the Receiving Party shall take reasonable steps to preserve the confidentiality of the Confidential Information. The Disclosing Party’s Confidential Information shall not be used or disclosed by the Receiving Party for any purpose except (i) to exercise its rights or perform its obligations under this Agreement or (ii) as required by law, provided that the other party is given a reasonable opportunity to obtain a protective order and will use reasonable efforts to minimize such disclosure to the extent permitted by applicable law, and provided further that any information so disclosed shall retain its confidentiality protections for all other purposes. The Receiving Party shall limit its use of and access to the Disclosing Party’s Confidential Information to only its employees or representatives who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Additionally, notwithstanding the foregoing, Prasso may disclose Confidential Information to its third-party service providers in connection with the support, maintenance, provision, development, and making available of the Services, provided that such third-party service providers are subject to confidentiality obligations.

6. INDEMNIFICATION

6.1. By Customer. Customer shall indemnify, defend, and hold harmless Prasso and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, the “Prasso Entities”) from and against any loss or damage (including reasonable attorney’s fees) resulting from any third-party claim brought against Prasso arising out of or relating to: (i) the Prasso Confidential Information Page 7 of 10 305341951 v5 Customer Content or Customer Environment, including, without limitation, Customer’s breach of 7.1 and that the use by or on behalf of Prasso in accordance with this Agreement of any of the Customer Content or Customer Environments infringes or misappropriates any third party’s rights or violates applicable laws, (ii) Customer’s or its Authorized Users’ failure to use the Services in accordance with this Agreement, or (iii) Customer’s violation or alleged violation of Sections 1.4 or 1.5. Prasso will provide Customer with (a) prompt written notice of, (b) control over the defense and settlement of, and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, Prasso will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Prasso’s own expense.

7. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

7.1. Customer Warranties. Customer represents, warrants, and covenants that it has and will maintain during the term of the Agreement all necessary right, title, interest, authorizations, and permissions to: (i) grant rights to, access, use, provide, provide access to, or permit Prasso to access or use any Customer Content and/or Feedback, and (ii) access and permit Prasso to access on Customer’s behalf any Customer Environment. 7.2. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE PRASSO TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY PRASSO OR THROUGH THE SERVICES, INCLUDING RESULTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” (ii) THE PRASSO ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, RELATING TO THE PRASSO TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY PRASSO OR THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE. THE SERVICES AND ALL MATERIALS, RECOMMENDATIONS, OR CONTENT MADE AVAILABLE THEREIN ARE FOR INFORMATIONAL PURPOSES ONLY. THE PRASSO ENTITIES DO NOT WARRANT ANY THIRD-PARTY SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRASSO ENTITIES DO NOT WARRANT THAT THE PRASSO TECHNOLOGY AND ANY OTHER MATERIALS, RECOMMENDATIONS, OR CONTENT MADE AVAILABLE THROUGH THE PRASSO TECHNOLOGY (INCLUDING THE SERVICES) WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE PRASSO TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND PRASSO WILL HAVE NO LIABILITY FOR, MAKING ANY DECISIONS WITH RESPECT TO OR BASED UPON THE CONTENT OR OTHER INFORMATION RECEIVED BY CUSTOMER THROUGH THE SERVICES, INCLUDING ANY RESULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRASSO ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF OR ACCESS TO THE PRASSO TECHNOLOGY OR ANY OTHER MATERIALS OR CONTENT THAT IS MADE AVAILABLE BY PRASSO OR THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S AND ITS AUTHORIZED USERS’ USE OF THE PRASSO TECHNOLOGY (INCLUDING THE SERVICES) AND ANY CONTENT OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM PRASSO OR THROUGH THE PRASSO TECHNOLOGY IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRASSO ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY, INCLUDING ANY CUSTOMER ENVIRONMENTS USED IN Prasso Confidential Information Page 8 of 10 305341951 v5 CONNECTION WITH THE PRASSO TECHNOLOGY OR ANY LOSS OF DATA OR CUSTOMER CONTENT. 7.3. Beta Features. FROM TIME TO TIME, PRASSO MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT PRASSO’S SOLE DISCRETION. THE PROVISIONS OF SECTION 7.2 APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS. 7.4. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PRASSO ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PRASSO ENTITIES’ TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXCEPT FOR ANY ACTION BY PRASSO FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

8. GENERAL PROVISIONS

8.1. Assignment. Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Prasso may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 8.2. Force Majeure. Except for Customer’s obligation to pay all fees due, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance. 8.3. Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts in San Francisco, California for any lawsuit filed there against Customer by Prasso arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Prasso Confidential Information Page 9 of 10 305341951 v5 8.4. Modifications to this Agreement. Prasso may modify this Agreement from time to time by giving notice to Customer through Prasso’s online user interfaces, by sending Customer an email to an e-mail address associated with Customer’s Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement. In the event that the last e-mail address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, Prasso’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes to this Agreement described in the notice. Unless a shorter period is specified by Prasso (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s then-current Subscription Term or entry into a new Order. If Prasso specifies that the modifications to this Agreement will take effect prior to Customer’s next renewal or Order, and Customer notifies Prasso in writing at contact@prasso.ai of Customer’s objection to the modifications within thirty (30) days after the date of such notice, Prasso (at its option and as Customer’s exclusive remedy) will either: (i) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect), or (ii) allow Customer to terminate this Agreement and receive a pro-rata refund of any pre-paid Services subscription fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer’s acceptance of such modified version. 8.5. Export Controls; Government Rights. Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Prasso Technology or any technical information about the Prasso Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export. Customer hereby represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. The Prasso Technology is deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. 8.6. Miscellaneous. This Agreement is the sole agreement of the parties concerning the subject matter hereof and supersedes all prior agreements and understandings with respect to said subject matter. In the event of any conflict between the terms of an Order and the terms of the T&Cs, the terms of the T&Cs will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the T&Cs. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of Prasso to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Notices to Customer shall be sent to the address or e-mail address set forth on the Order. Notices to Prasso shall be given to legal@prasso.ai. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, three (3) days after deposit in the mail, or upon confirmed dispatch if by e-mail. The relationship between the parties shall be that of independent contractors. Prasso may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable, or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.