These Terms and Conditions (the “Terms”) are a binding contract between you (“Customer,” “you,” or “your”) and Matter42, Inc., a Delaware corporation (“Matter42”). These Terms govern your access to and use of the Services (as defined below). These Terms and any Order Form (together with any attached exhibits, schedules and applicable Supplemental Terms) constitute the complete understanding between the parties on the subject matter herein (“Agreement”).

This Agreement takes effect when you click “I Accept” to this Agreement, execute an Order Form or start using the Services (whichever occurs earlier) (the “Effective Date”). By taking any of the foregoing actions on the Effective Date, you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind such organization; and (c) accept this Agreement and acknowledge that you are legally bound by its terms. IF YOU DO NOT AGREE TO THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

Matter42 has developed the Services, including its proprietary Atlas Platform (as defined below). Customer desires to secure access to the Services, and Matter42 desires to provide access to the Services to Customer. If Customer purchases a subscription to the Services online (and not pursuant to an Order Form), Customer’s subscription will automatically renew and Customer will be billed in accordance with Section 4.2 (Subscriptions).

In consideration of the mutual promises contained herein, the parties hereby agree to the following:

1. Definitions

Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1 “AI Tools” means generative artificial intelligence and machine learning services or applications that are integrated into the Services, including without limitation, third-party large language models.

1.2 “Applicable Privacy Laws” means the data protection, data security, and privacy laws and regulations of any jurisdiction applicable to the Atlas Platform under the Agreement.

1.3 “Atlas Platform” means Matter42’s materials characterization platform, which enables users to upload multimodal measurement data (Raman, PL, XRD, AFM, and other supported formats), ask reproducible scientific questions through an AI-powered agent, map defect populations, and connect characterization results to process parameters.

1.4 “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary.

1.5 “Customer Content” means any content or information uploaded or transmitted to the Atlas Platform by Customer or Users, including from Third-Party Services. Customer Content includes Inputs and Outputs. Customer Content does not include Performance Data.

1.6 “Customer-Hosted Deployment” has the meaning set forth in Section 2.1 (Subscription to the Services).

1.7 “Deployment Model” means the method by which the Services are made available to Customer, as specified in the applicable Order Form.

1.8 “Documentation” means all specifications, user manuals, and other technical materials relating to the Services that are provided or made available to Customer, and as may be modified by Matter42 from time to time.

1.9 “Fees” means the fees for the Services as set forth on the pricing page located at https://matter42.com/pricing or in an Order Form, as applicable.

1.10 “Initial Term” has the meaning given in Section 8.1 (Term).

1.11 “Inputs” means any queries, data, or other Customer Content submitted by Customer or its Users to the AI Tools.

1.12 “Matter42 Technology” means the Atlas Platform, Performance Data, the Documentation, Software, and all applicable software, data, or technical information used by Matter42 or provided to Customer in connection with the foregoing.

1.13 “Order Form(s)” means an ordering document submitted or accepted electronically by Customer, or executed by both parties, that references and incorporates these Terms and specifies the Services and applicable Fees.

1.14 “Outputs” means any outputs that are generated by the Services directly in response to an Input.

1.15 “Performance Data” means general performance and usage data about the Atlas Platform, including metadata regarding Customer’s use of the Atlas Platform (such as technical logs, task types, completion rates, and agent success metrics).

1.16 “Personal Data” means Customer Content that constitutes “personal data,” “personal information,” or “personally identifiable information” defined in Applicable Privacy Laws or information of a similar character regulated by Applicable Privacy Laws, except that Personal Data does not include information related to Customer personnel who are business contacts for Matter42, or information received by Matter42 directly or from other sources (such as its other customers) independent of Matter42’s relationship with Customer.

1.17 “Renewal Term” has the meaning given in Section 8.1 (Term).

1.18 “Services” means the provision of Matter42’s proprietary Atlas Platform and any other products, features, or functionality as may be made available by Matter42 from time to time, including as described on an applicable Order Form or as selected by Customer through an online subscription. Unless the applicable Order Form, if any, specifies a Customer-Hosted Deployment, the Services are accessed via the internet as a cloud-hosted service.

1.19 “Software” means any mobile applications, software development kits, installable software provided in connection with a Customer-Hosted Deployment, or any other proprietary software distributed to Customer as part of the Services or in connection with this Agreement.

1.20 “Supplemental Terms” means any additional terms and conditions that govern Customer’s use of, or participation in, certain features, functionality, or components of the Services, as set forth in Section 2.8 (Supplemental Terms).

1.21 “Term” has the meaning given in Section 8.1 (Term).

1.22 “Third-Party Service” means any third-party service or application connected to, or integrated with, the Services by or on behalf of Customer.

1.23 “Users” means employees and independent contractors who are authorized by Customer to access the Services pursuant to Customer’s rights under this Agreement.

2. Services; Access; Restrictions

2.1 Subscription to the Services

Subject to the terms and conditions of this Agreement, Matter42 hereby grants to Customer a revocable, non-sub-licensable, non-transferable (except as provided in Section 12.2), non-exclusive right to access and use the Services and accompanying Documentation solely for Customer’s internal business purposes. The Atlas Platform may be deployed as a cloud-hosted software-as-a-service solution (“SaaS Deployment”) or, where specified in the applicable Order Form, as a software installation within Customer’s own infrastructure (a “Customer-Hosted Deployment”). Unless otherwise specified in an Order Form, the Deployment Model will be SaaS Deployment. Customer may access the modules selected on the applicable Order Form or, for online subscriptions, at the time of sign-up (each, a “Module”). If Customer has a Customer-Hosted Deployment on an Order Form, the Supplemental Terms set forth in Exhibit A will apply.

2.2 Access

Each User will be provided access to the Services through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual User to access or use the Services. Customer is responsible for maintaining the confidentiality of all Users’ account credentials and is solely responsible for all activities that occur under these User accounts. Customer will promptly notify Matter42 of any actual or suspected unauthorized access to, or use of, its or Users’ accounts.

2.3 Restrictions

Customer will not, and will not permit any User or other party to:

• (a) allow any third party to access the Matter42 Technology except as expressly allowed herein;
• (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Matter42 Technology for the benefit of any unauthorized third party;
• (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Matter42 Technology, except as permitted by law;
• (d) use any automated software, devices or other processes to “scrape,” extract, or download data from the Matter42 Technology (other than Customer Content) without the prior written consent of Matter42;
• (e) interfere in any manner with the operation of the Matter42 Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Matter42 Technology without the prior written consent of Matter42;
• (f) attempt to access the Matter42 Technology through any unapproved interface;
• (g) attempt to circumvent any usage restrictions of the Matter42 Technology;
• (h) modify, copy or make derivative works based on any part of the Matter42 Technology;
• (i) access or use the Matter42 Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking;
• (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Matter42 or its licensors on the Matter42 Technology or any copies thereof; or
• (k) otherwise use the Matter42 Technology in any manner that exceeds the scope of use permitted under Section 2.1 (Subscription to the Services) or in a manner inconsistent with applicable law, the Documentation, the Order Form or this Agreement.

2.4 Suspension

Matter42 reserves the right to suspend access to the Services for Customer or any User who fails, or is suspected of failing, to comply with the restrictions set forth in Section 2.3 (Restrictions). Matter42 may also suspend access to all or any part of the Services, without notice and without incurring any resulting obligation or liability, if Matter42 believes, in its good faith and reasonable discretion, that such use poses a risk to the security or integrity of Matter42’s systems, interferes with Matter42’s ability to reliably provide the Services to other customers, or may subject Matter42 to liability. Matter42 will use reasonable efforts to provide prior notice of any suspension and will restore access as soon as the applicable risks no longer apply.

2.5 Customer Content

Customer is solely responsible for the accuracy, legality, integrity, and appropriateness of all Customer Content. The Customer Content will not: (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) contain any sensitive personal information, including but not limited to personal medical information (including any information regulated by the Health Insurance Portability and Accountability Act), personal financial information, government IDs, passport numbers, or social security numbers; (c) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the Services; or (d) violate the intellectual property, privacy, or other rights of any third party.

2.6 Third-Party Services

Customer may elect, or where it is a necessary part of the Services may be required, to link certain Third-Party Services to the Services. Customer is responsible for enabling the integration of each Third-Party Service, and by doing so, Customer acknowledges that: (a) Matter42 may access any Customer Content provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing Matter42 to share Customer Content with the providers of such Third-Party Services. Third-Party Services are not under the control of Matter42 and Matter42 is not responsible for any Third-Party Services. Customer’s use of the Third-Party Services is governed by the Customer’s agreement with providers of the Third-Party Services.

2.7 Bring Your Own Key

Where supported by the Services, Customer may supply its own API keys or credentials for use with third-party AI services integrated into the Services (“Customer API Keys”). Customer is solely responsible for (a) obtaining and maintaining valid Customer API Keys in accordance with the applicable third-party provider’s terms, (b) all fees, charges, and usage limits imposed by such third-party provider, and (c) refreshing or rotating Customer API Keys at intervals required by the applicable third-party provider. Matter42 will have no liability for any failure, interruption, or degradation of the Services resulting from invalid, expired, or revoked Customer API Keys.

2.8 Supplemental Terms

Customer’s use of, or participation in, certain features and functionality of the Services may be subject to Supplemental Terms. Such Supplemental Terms will either be set forth in connection with the applicable feature or functionality or will be presented to Customer for acceptance when Customer elects to use such feature or functionality. If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms will control with respect to the applicable feature or functionality of the Services to which they relate.

2.9 Trial and Beta Access

Matter42 may, in its sole discretion, offer Customer access to the Services on a free trial or beta basis (each, a “Free Trial”). Matter42 may terminate a Free Trial at any time, for any reason, without notice or liability. During a Free Trial: (a) the Services are provided “as is” without any warranty, service level commitment, or support obligation, and Sections 9.3 (Disclaimer) and 11 (Limitation of Liability) shall apply to the fullest extent; (b) Matter42 may limit or modify the features, functionality, storage, or usage available to Customer; and (c) Customer’s use of the Services is solely for evaluation purposes. Upon expiration or termination of a Free Trial, Matter42 may irretrievably delete any Customer Content associated with the Free Trial account unless Customer has converted to a paid subscription. Customer is solely responsible for exporting any Customer Content prior to the end of the Free Trial.

3. Support

Subject to the terms and conditions of this Agreement, Matter42 will exercise commercially reasonable efforts to provide support to Customer for the use of the Services, including in accordance with any support specified on an Order Form.

4. Fees and Payment

4.1 Fees

Customer will pay Matter42 the Fees in accordance with this Section 4 (Fees and Payment) or as otherwise specified in an Order Form (if applicable). Fees are non-refundable (except as expressly set forth in this Agreement or an Order Form) and are not eligible for set off. Where Customer purchases Services pursuant to an Order Form that specifies payment terms, the payment terms set forth in such Order Form will govern. Unless otherwise stated on an Order Form, at the end of the Initial Term or any subsequent Renewal Term, Matter42 reserves the right to increase the Fees payable for the forthcoming Renewal Term upon written notice to Customer at least forty-five (45) days prior to the commencement of the Renewal Term. Such revised Fees will take effect immediately upon the commencement of the Renewal Term.

4.2 Subscriptions

Where Customer purchases a subscription to the Services online (and not pursuant to an Order Form that specifies alternative payment terms), the Fees for such subscription will be billed at the start of each subscription period and at regular intervals in accordance with the billing frequency designated by Customer at the time of purchase. By subscribing, Customer authorizes Matter42 to charge the payment method designated in Customer’s account at the start of each subscription period and again at the beginning of any subsequent renewal period. Customer will maintain complete, accurate and up-to-date billing and payment information associated with its account and will promptly update such information in the event of any change. If Customer fails to maintain accurate payment information or Matter42 is unable to collect payment, Matter42 reserves the right to suspend Customer’s access to the Services until such failure is remedied. Matter42 reserves the right to change the timing of its billing and to change the subscription pricing at any time; provided that Matter42 will use commercially reasonable efforts to notify Customer of any pricing changes that impact Customer’s subscription.

4.3 Cancellation of Online Subscriptions

Customer may cancel a subscription purchased online (and not pursuant to an Order Form) by contacting Matter42 at contact@matter42.com or through the Stripe-powered billing portal accessible via Customer’s account settings. If Customer has committed to a minimum subscription period (e.g., an annual subscription), such cancellation will not take effect until the end of the committed subscription period, and Customer will remain responsible for all Fees through the end of that period. If Customer does not wish its subscription to renew automatically, Customer must cancel prior to the end of the then-current subscription period. Cancellation or termination of a subscription purchased pursuant to an Order Form is governed by Section 8.1 (Term).

4.4 Effect of Cancellation

If Customer cancels its subscription in accordance with this Section, Customer’s access to the applicable Services will continue until the end of the then-current committed subscription period; however, Customer’s subscription will not be renewed after the then-current period expires. For the avoidance of doubt, where Customer has committed to a minimum subscription period, Customer will not be eligible for a prorated refund of any portion of the Fees paid for such committed subscription period. Matter42 may terminate Customer’s online subscription at any time upon written notice to Customer, in which case Customer’s access to the Services will cease on the effective date of such termination, and Matter42 will refund any pre-paid Fees attributable to the remainder of the then-current subscription period following the effective date of such termination on a pro rata basis.

4.5 Late Payments

If Matter42 does not receive payment from Customer’s designated payment method, or if any charge is declined or reversed: (a) Customer will pay all amounts due on Customer’s account upon demand; and (b) Matter42 reserves the right (in addition to any other rights or remedies Matter42 may have) to either terminate or suspend Customer’s access to the Services and continue to attempt to charge Customer’s designated payment method until payment is received (upon receipt of payment, Customer’s account will be reactivated and, for purposes of automatic renewal, Customer’s new subscription period will begin as of the day payment was received). Payments by Customer that remain past due will be subject to interest at the rate of the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, calculated on the overdue balance from the date such payment was due.

4.6 Taxes

All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Matter42’s income.

5. Proprietary Rights

5.1 Matter42 Technology

Customer acknowledges that Matter42 retains all right, title and interest in and to the Matter42 Technology, including any enhancements, improvements, or derivatives thereto, and that the Matter42 Technology is protected by intellectual property rights owned by or licensed to Matter42. Other than as expressly set forth in this Agreement, no license or other rights in the Matter42 Technology are granted to the Customer.

5.2 Customer Content

As between the parties, Customer retains all right, title and interest in and to the Customer Content, including all intellectual property rights therein. Customer hereby grants to Matter42 a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to access and use Customer Content: (a) to provide the Services and any accompanying support to Customer as set forth in this Agreement, and (b) to create aggregated and de-identified data (“Aggregate Data”) to operate, improve, analyze, and support the Services and for Matter42’s internal business purposes, including the compilation of statistical analyses, benchmarks, and usage analytics; provided that such Aggregate Data will not identify Customer or Customer’s Confidential Information. Nothing in this Agreement shall be construed to transfer ownership of any Customer Content to Matter42.

5.3 Performance Data

Matter42 may monitor Customer’s use of the Services and collect and compile Performance Data. As between Matter42 and Customer, all right, title, and interest in the Performance Data, including all intellectual property rights therein, belong to and are retained solely by Matter42. Matter42 may use Performance Data to operate, improve, analyze, and support the Services and for other lawful business purposes, provided that such Performance Data will not be disclosed in a manner that identifies Customer or Customer’s Confidential Information.

5.4 Feedback

Customer or its Users may provide feedback to Matter42 on the use and functionality of the Services, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features or workflows (collectively, “Feedback”). Matter42 may use and incorporate such Feedback in connection with its business, products and services without restriction or obligation to Customer. Matter42 will not identify Customer as the source of any such Feedback. Matter42 acknowledges that all Feedback is provided on an “as is” basis and that Customer is not responsible for Matter42’s use of any Feedback, including any results therefrom.

6. Data Security

With respect to Services delivered via SaaS Deployment, during the Term, Matter42 will implement and maintain commercially reasonable administrative, technical and physical measures designed to safeguard against unauthorized access to, use of, or disclosure of any Customer Content. Matter42 may update such measures from time to time, so long as the updated measures do not materially decrease the overall protection of Customer Content. Customer and its Users will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other usernames and passwords required to access the Services.

7. Confidential Information

7.1 Restrictions

As a recipient of Confidential Information, each party will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the Services, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, or disclosure in a reasonable manner.

7.2 Exclusions

The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information that (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

8. Term and Termination

8.1 Term

The term of this Agreement will commence on the Effective Date and continue until the later of: (a) the expiration or termination of all Order Forms hereunder or, for Customers who have subscribed online without an Order Form, until the subscription is cancelled or terminated; or (b) this Agreement is terminated earlier in accordance with its terms (the “Term”). Unless otherwise set forth in an Order Form, each Order Form will have an initial term of one (1) year (the “Initial Term”) and will automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides written notice of its intent to terminate the Order Form no fewer than thirty (30) days prior to the end of the then-current term.

8.2 Termination

Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches these Terms and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors. For the avoidance of doubt, cancellation and termination of subscriptions purchased online (and not pursuant to an Order Form) are governed by Section 4.3 (Cancellation of Online Subscriptions) and Section 4.4 (Effect of Cancellation).

8.3 Effect of Termination

Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the Services and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Each party will return to the other or destroy all property (including any Confidential Information) of the other party, except to comply with Section 8.4 (Data Export) below. In the case of a Customer-Hosted Deployment, Customer shall comply with the return and destruction obligations set forth in Exhibit A. Notwithstanding the foregoing, each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 7 (Confidential Information) and Section 6 (Data Security). Sections 1 (Definitions), 2.3 (Restrictions), 2.5 (Customer Content), 4 (Fees and Payment), 5 (Proprietary Rights) (excluding any term-limited license grants), 6 (Data Security), 7 (Confidential Information), 8.3 (Effect of Termination), 8.4 (Data Export) and 9.3 (Disclaimer) through 12 (General Provisions) will survive the termination of this Agreement.

8.4 Data Export

During the Term and for thirty (30) days following expiration or termination of this Agreement, Matter42 will make all Customer Content available for export from the Services. Following this window for the export of Customer Content, Matter42 may irretrievably erase any Customer Content stored on the Services.

9. Limited Warranties

9.1 By Customer

Customer represents and warrants that it has all rights necessary to upload and use the Customer Content with the Services and to grant Matter42 all licenses to Customer Content in this Agreement without violating any third-party intellectual property, privacy or other rights.

9.2 By Matter42

During the Term, and except with respect to any Services provided under a Free Trial (subject to Section 2.9 (Trial and Beta Access)), Matter42 warrants that the Services, when used in accordance with the Documentation and the terms of this Agreement, will operate as described in the Documentation in all material respects. If Customer notifies Matter42 of any breach of the foregoing warranty, Matter42 will, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to remedy the non-conforming Services.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE MATTER42 TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE”; AND (B) MATTER42 AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. MATTER42 DOES NOT WARRANT OR REPRESENT THAT THE MATTER42 TECHNOLOGY WILL BE FREE FROM BUGS OR UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE MATTER42 TECHNOLOGY IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. MATTER42 IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTIVITY FOR WHICH CUSTOMER IS RESPONSIBLE UNDER SECTION 2.5 (CUSTOMER CONTENT).

CUSTOMER ACKNOWLEDGES THAT THE MATTER42 TECHNOLOGY LEVERAGES CERTAIN ARTIFICIAL INTELLIGENCE FEATURES AND FUNCTIONS AND THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD. WHILE MATTER42 IS ALWAYS WORKING TO IMPROVE THE MATTER42 TECHNOLOGY, THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THE MATTER42 TECHNOLOGY MAY PROVIDE INACCURATE OUTPUT (SUCH AS “HALLUCINATIONS”) OR OTHERWISE NOT ALWAYS PRODUCE ACCURATE OR INTENDED RESULTS. AS SUCH, CUSTOMER ACKNOWLEDGES THAT NO WARRANTIES ARE MADE BY MATTER42 WITH RESPECT TO THE SPECIFIC RESULTS OR ANY OUTPUT OF ANY AI TOOLS OR FEATURES OR FUNCTIONS OF THE MATTER42 TECHNOLOGY, AND CUSTOMER MUST THOROUGHLY REVIEW AND APPROVE ANY SUCH OUTPUT AND CONFIRM APPROPRIATENESS AND ACCURACY FOR CUSTOMER’S SPECIFIC USE CASE BEFORE ANY USE OF SUCH OUTPUT.

10. Indemnity

10.1 By Matter42

If any action is instituted by a third party against Customer based upon a claim that the Matter42 Technology, as delivered and when used in accordance with this Agreement, infringes any third party’s intellectual property rights, Matter42 will defend such action at its own expense on behalf of Customer and will pay all damages attributable to such claim that are finally awarded against Customer or paid in settlement. If the Matter42 Technology is enjoined or, in Matter42’s determination is likely to be enjoined, Matter42 will, at its option and expense (a) procure for Customer the right to continue using the Matter42 Technology, (b) replace or modify the Matter42 Technology so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer’s access to the Matter42 Technology and refund any amounts previously paid for the Matter42 Technology attributable to the remainder of the then-current Term. Matter42 will have no obligation under this Section 10.1 (By Matter42) with respect to any infringement claim based upon: (i) any use of the Matter42 Technology not in accordance with this Agreement or as specified in the Documentation, including any use of Software that is not the latest released version; (ii) any use of the Matter42 Technology in combination with other products, equipment, software or data not supplied by Matter42, including Third-Party Services; (iii) Customer Content; or (iv) any modification of the Matter42 Technology by any person other than Matter42 or its authorized agents. This Section 10 (By Matter42) sets forth the entire obligation of Matter42 and the exclusive remedy of Customer against Matter42 for any claim that the Matter42 Technology infringes a third party’s intellectual property rights.

10.2 By Customer

If any action is instituted by a third party against Matter42 relating to (a) Customer Content or (b) Customer’s breach or alleged breach of Sections 2.5 (Customer Content) or 9 (Limited Warranties), Customer will defend such action at its own expense on behalf of Matter42 and will pay all damages attributable to such claim that are finally awarded against Matter42 or paid in settlement of such claim.

10.3 Procedure

Any party that is seeking to be indemnified under the provision of this Section 10 (Indemnity) (the “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), (b) give the Indemnifying Party the sole control over the defense of such Claim, and (c) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement that requires the Indemnified Party to admit to fault or to take or refrain from taking any action without the Indemnified Party’s prior written consent.

11. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY MATTER42 FROM CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS ON CONSEQUENTIAL DAMAGES AND AGGREGATE LIABILITY WILL NOT APPLY TO PAYMENT OBLIGATIONS, BREACHES OF SECTION 2.3 (RESTRICTIONS), VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

12. General Provisions

12.1 Governing Law; Forum

This Agreement will be governed by, and all disputes arising under or in connection with this Agreement will be resolved in accordance with, the laws of the State of California, exclusive of conflict or choice of law rules. Any action, suit or other proceeding based upon or arising from this Agreement will be brought and maintained only in a federal or state court of competent jurisdiction located in the State of California. Each party consents to the mandatory jurisdiction and venue of such courts and waives any right to object to jurisdiction and venue. Notwithstanding the foregoing, nothing will prevent a party from seeking relief in any court of competent jurisdiction for any misuse or misappropriation of that party’s intellectual property rights or Confidential Information.

12.2 Assignment; Subcontractors

Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other, except that either party may assign this Agreement without the consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party’s respective permitted successors and assigns. Customer agrees that Matter42 may subcontract certain aspects of the Services to qualified third parties, provided that any such subcontracting arrangement will not relieve Matter42 of any of its obligations hereunder.

12.3 Order of Precedence

In the event of a conflict between these Terms, an Order Form, Supplemental Terms, or an exhibit to the Agreement, the following order of precedence will govern: the Supplemental Terms, the Terms, an Order Form (as applicable), and then the other exhibits, if any. Notwithstanding the foregoing, an Order Form will take precedence over the Terms if the Order Form expressly states which sections of these Terms are intended to be superseded by the Order Form.

12.4 Notices

Any notice under this Agreement must be given in writing to the other party at the email or physical address set forth on an Order Form. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person or sent by recognized courier service, or (b) delivery if sent by email.

12.5 Force Majeure

Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party (collectively, a “Force Majeure Event”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. If the Services are unavailable or materially degraded for a continuous period of fourteen (14) days due to a Force Majeure Event, either party will have the right to terminate the Agreement, and Matter42 will refund any amounts previously paid for the Services attributable to the remainder of the then-current Term.

12.6 Publicity

Matter42 may use Customer’s name and logo to identify Customer as a customer, including on Matter42’s website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers. Matter42 will use Customer’s name and logo in accordance with Customer’s applicable branding guidelines and Matter42 may not use Customer’s name or logo in any other way without Customer’s prior written consent.

12.7 Export

Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Matter42, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Services provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Customer further represents 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. Customer acknowledges and agrees that products, services or technology provided by Matter42 are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it will not, without prior U.S. government authorization, export, re-export, or transfer Matter42 products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

12.8 Anti-Bribery

Neither Customer nor any of its Users, personnel, directors, affiliates or officers or any other person acting on their behalf has directly or indirectly made any bribes, rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the form of cash, gifts, or otherwise, or taken any other action, in violation of the Foreign Corrupt Practices Act of 1977 or any other anti-bribery or anti-corruption law (collectively, the “Anti-Bribery Laws”). Customer is not, and has not been, the subject of any investigation or inquiry by any governmental body with respect to potential violations of Anti-Bribery Laws. Customer will immediately notify Matter42 of any breach, suspected breach of, or any investigation into the suspected breach of, the Anti-Bribery Laws by it or any of the aforementioned persons and, upon such notice, Matter42 may, in its discretion, immediately terminate this Agreement.

12.9 U.S. Government Restricted Rights

If Customer is a government end user, then this provision also applies to Customer. The software contained within the Services and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

12.10 Miscellaneous

This Agreement (including any Order Forms and attached exhibits) is the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes any and all previous and contemporaneous understandings. Matter42 may modify these Terms from time to time by posting an updated version and updating the “Last Updated” date above. If Matter42 makes material changes to the Terms, Matter42 will provide written notice to Customer. For Customers who have entered into an Order Form, any changes to these Terms will take effect at the commencement of the next Renewal Term following such notice. For all other Customers, any changes to the Terms will be effective upon the earlier of (a) thirty (30) days after the “Last Updated” date above, or (b) Customer’s consent to and acceptance of the updated Terms if Matter42 provides a mechanism for Customer’s immediate acceptance (e.g., clickthrough acceptance). In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement.

Exhibit A: Customer-Hosted Deployment

The terms set forth in this Exhibit A apply solely where Customer-Hosted Deployment is selected on an Order Form. For clarity, these terms do not apply to SaaS Deployments, or when the Services are procured online.

1. Installation. Subject to the terms and conditions of the Terms, Matter42 grants to Customer a limited, revocable, non-exclusive, non-transferable (except as set forth in Section 12.2 of the Terms), non-sub-licensable right to install the Software in object code format as permitted on the Order Form in connection with Customer’s use of the Services.

2. Security Measures. Customer will implement and maintain, at a minimum, the following security measures with respect to the Software at all times during the Term within a controlled computing environment with least-privilege access that: (a) restricts access to the Software to Users who have been expressly authorized and have a need to access the Software for the purposes permitted under the Terms; (b) employs industry-standard security measures, including multi-factor authentication for interactive user access, access controls, encryption at rest and in transit, and audit logging, to prevent unauthorized access to, use of, or disclosure of the Software; and (c) deploys the Software solely as provided by Matter42, without modification, and does not attempt to access or extract any proprietary model weights, parameters, or architecture from memory or at runtime. Customer will not commingle the Software with any third-party model weights, source code, algorithms, or other proprietary materials in a manner that would compromise the confidentiality of the Software. No copies (including partial copies) of the Software will be made without the prior written consent of Matter42. Customer will notify Matter42 promptly upon becoming aware of any actual or suspected breach of the security or confidentiality requirements set forth in the Terms or this Exhibit A with respect to the Software, and will cooperate with Matter42 to investigate and mitigate the effects of any such breach.

3. Support Access. To the extent Customer requires support in connection with the Services deployed on Customer’s infrastructure, Customer will provide Matter42 with such reasonable access and cooperation as Matter42 may require to diagnose and resolve issues, including: (a) remote access to the Software and the environment in which it is deployed, via secure means agreed by the parties; (b) access to Customer’s relevant personnel with sufficient knowledge of Customer’s systems and infrastructure; and (c) reasonable access to logs, configurations, and other technical information relevant to the issue. Customer acknowledges that Matter42’s ability to provide support is contingent on Customer’s provision of such access and cooperation, and Matter42 will have no liability for any failure to resolve issues arising from Customer’s failure to provide the same.

4. Termination. Upon the expiration or termination of the Terms for any reason, in addition to the obligations set forth in Section 8 of the Terms, Customer will promptly, at Matter42’s election, either: (a) return the Software and any related proprietary materials to Matter42 in the manner specified by Matter42, or (b) permanently delete and destroy all copies of the Software and all related Confidential Information of Matter42 from all systems and storage locations within Customer’s infrastructure. Within ten (10) days of completing the foregoing, Customer will certify to Matter42 in writing, signed by an authorized officer of Customer, that such return, deletion, and destruction has been completed in full.

5. Service Levels. For clarity, any service level commitments set forth in an Order Form do not apply to Services delivered via Customer-Hosted Deployment. Matter42 will have no liability for the availability, performance, or uptime of the Services when deployed on Customer’s infrastructure.