Molecule Software, Inc.

SUBSCRIPTION SERVICES AGREEMENT

Dated: June 27, 2024

This Subscription Agreement (“Agreement”) is entered into by and between Molecule Software, Inc., a Delaware corporation with offices located at 1333 West Loop South, Suite 820, Houston, TX 77027 (“Company,” “we,” “us”) and the organization entering into an Order Form (defined below) or otherwise placing an order for or obtaining services from Company (“Customer,” “you”). This Agreement will be effective as of the earliest date of Acceptance (defined below) by Customer (“Effective Date”). Company and Customer are referred to individually as a “Party” and collectively as the “Parties.”

If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority to enter into, and to bind that organization to, this Agreement.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (“ACCEPTANCE”) BY ANY ONE OF THE FOLLOWING MEANS OR OTHER SIMILAR METHODS (A) INDICATING ONLINE YOUR AGREEMENT WITH THE TERMS OF THIS AGREEMENT (WHETHER BY CLICKING A BUTTON, CHECKING A BOX, OR OTHER SUCH MEANS); (B) EXECUTING AN ORDER FORM) OR OTHER ORDERING DOCUMENT REFERENCING OR OTHERWISE INCORPORATING THIS AGREEMENT; OR (C) ACCESSING OR USING ANY OF THE SERVICES (INCLUDING ANY TRIAL SERVICES), YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

Modifications: From time to time, Company may modify this Agreement. Company will use reasonable efforts to notify Customer of changes through communications via Customer’s account, email, reference in a new Order Form, or by other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term. Unless otherwise specified in writing by Company, changes are automatically effective on renewal of Customer’s then-current Subscription Term (defined below). If Customer does not agree to such changes, Customer may terminate this Agreement in accordance with Section 3.2(b) below, and in any event, continued use of the Services following the notice period referred to in Section 3.2(b) will constitute Customer’s acceptance of the updated Agreement.

1. Service.

1.1. Order Form. This Agreement permits Customer to purchase subscriptions to the Service from Company pursuant to one or more Order Forms mutually agreed upon and executed by the Parties, which set(s) forth the basic terms and conditions under which the Service will be delivered.

1.2. Access to Service. Subject to the terms and conditions of this Agreement, including the applicable Order Form, Company will provide Customer with a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for use by Customer’s Authorized Users solely for Customer's internal business operations in accordance with any usage limitations set forth in the applicable Order.

1.3. Support. As part of the Service, Company will use commercially reasonable efforts to provide Customer with the support services described at https://molecule.io/packages.

1.4. Updates to Service. The terms of this Agreement will apply to updates of the Service provided by Company to Customer. Company may make changes to the Service provided it will not materially decrease the overall functionality of the Service. Customer agrees that its purchase of the Service is not contingent upon the delivery of any future functionality or features.

1.5. Administration of Customer’s Account. Customer may specify one or more Authorized Users as administrators (each an “Administrator”) to manage its account, and Company is entitled to rely on communications from such Administrators when servicing Customer’s account. Customer is responsible for maintaining the security of Authorized User accounts and passwords.

1.6. Authorized User Access. Pursuant to the terms of this Agreement and applicable Order Form, Customer may grant Authorized Users access to the Service and Customer Data within the Service. Customer acknowledges and agrees that: (i) Authorized Users will have the access authorized by Customer (including, e.g., to view, download, and query the Customer Data); (ii) Customer assumes all risks related to its grant of access to, and sharing of Customer Data with, Authorized Users; (iii) Customer is solely responsible for the acts and omissions of its Authorized Users and their compliance with Customer’s obligations under this Agreement. For clarity, Company has no control over, and will have no liability for, any acts or omissions of any Authorized User; and (iv) Authorized Users’ use of the Service will be subject to Company’s then-current Privacy Policy located at https://molecule.io/legal/privacy, except that, in the event of a conflict, the terms of this Agreement will prevail.

1.7. Restrictions.

1. Customer and its Authorized Users will use the Service solely in compliance with this Agreement, the applicable Order Form, and all applicable laws, rules, regulations, and self-regulatory guidelines and will not (and will not allow any third party), directly or indirectly, to: (a) make the Service available to anyone other than Customer and its Authorized Users or for the benefit of anyone other than Customer or its clients, (b) license, sublicense, resell, rent, lease, or transfer the Service or use the Service for timesharing or service bureau purposes, (c) reverse engineer, decode, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, schema, or algorithms relevant to the Service; (d) copy, in whole or in part, the Service or any component thereof or modify, adapt, translate, store, archive, or create derivative works based on the Service or remove or obscure any proprietary notices, product information, or labels; (e) introduce any Prohibited Content or Malicious Code into the Service; (f) access or use the Service for purposes of monitoring the Service’s availability, performance, or functionality, or publish any benchmarks or performance information about the Service, or access or use the Service or its Outputs to build, train, or improve a similar or competitive product or service, or otherwise use the Service if Customer or an Authorized User is a competitor of Company or; (g) use the Software in connection with any High Risk Activities (and Company has no liability for any such use); or (h) use the Service in a manner that interferes with or disrupts the integrity, security, or performance of the Service (or any data contained therein). Any use of the Service that, in Company’s reasonable judgment, threatens the security, integrity, or availability of the Service, or violates any of the foregoing restrictions may result in immediate suspension of the Service. Company will make use commercially reasonable efforts to notify Customer promptly following such suspension. Company reserves the right to throttle or limit the Service in the event of excessive bandwidth, storage, or other usage which Company reasonably determines could adversely impact performance or cost of the Service or any component thereof and will make commercially reasonable efforts to provide Customer with prior notice of such action.

2. Customer acknowledges and agrees that the Service is not designed to comply with any industry-specific regulations including, for example, the Payment Card Industry Data Security Standards (PCI), the Health Insurance Portability and Accountability Act (HIPAA), or the Gramm-Leach-Bliley Act, and neither Customer nor its Authorized Users nor other third parties will provide to Company, upload to the Service, or otherwise use the Service to send or receive information subject to any such laws, including but not limited to personal financial information, personal or protected health information, or sensitive personal information (including, for example, information related to race or ethnic origin, political opinions, religion or other beliefs, health or sex life, criminal background, trade union membership, or any other similar information).

3. Customer will provide Company with prompt written notice if it becomes aware of any actual or suspected unauthorized use or access to Customer’s account or the Service.

1.8. Customer Data. Customer is solely responsible for all Customer Data, including the accuracy, quality, legality, and reliability thereof, and Customer represents and warrants that it has all rights, licenses, and permissions required to provide them to the Service, including publicity clearances, and releases and will comply with this Agreement and applicable laws. Customer is responsible for all use of outputs generated by Authorized Users’ use of the Service and for evaluating outputs for accuracy, legality, and appropriateness for Customer’s use case, including by utilizing commercially reasonable human review efforts as appropriate. If and to the extent any Personal Data (as defined in the DPA referenced below) is provided by or on behalf of Customer or its Users, then the data processing addendum ("DPA") at https://molecule.io/legal/dpa (as may be updated by Company if required by applicable law) will apply, and the Parties agree to comply with such terms. For purposes of the DPA (including the Standard Contractual Clauses referred to therein), Customer is the data controller and data exporter, and Customer's entering into this Agreement will be treated as signing of the DPA (including the Standard Contractual Clauses and their Appendices).

1.9. Connected Accounts. The Service may integrate with third party products, services, tools, or applications that are not owned or controlled by Company (collectively, "Third-Party Services”). Customer may link or connect certain of its accounts associated with such Third-Party Services (each, a “Connected Account”) with the Service in order to take advantage of some of the features and functions of the Service, such as uploading content from those Connected Accounts. By granting Company access to any Connected Account, (a) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith and/or grant Company access to such Connected Account(s); (b) Customer represents and warrants that it is in good standing with respect to such Connected Accounts, including with respect to any account Customer has with the provider(s) of such Connected Accounts; and (c) Customer acknowledges that Company may access and use data in connection with Customer’s Connected Accounts in accordance with this Agreement. Company does not offer licenses to or endorse any Third-Party Services, and this Agreement does not apply to such Third-Party Services or to Customer’s use thereof. CUSTOMER ACKNOWLEDGES AND AGREES THAT EACH CONNECTED ACCOUNT, INCLUDING ACCESS TO AND USE THEREOF, AND AVAILABILITY, PERFORMANCE, AND UPTIME RELATED THERETO, ARE SOLELY DETERMINED BY THE APPLICABLE PROVIDER OF THE RELEVANT CONNECTED ACCOUNT. COMPANY HAS NO LIABILITY OR OBLIGATION OF ANY KIND RELATED TO ANY CONNECTED ACCOUNT OR ANY THIRD-PARTY PROVIDER’S DECISION TO DISCONTINUE, SUSPEND, OR TERMINATE ANY CONNECTED ACCOUNT.

1.10. Removal of Content. Access to the Service may include access to Company data, public data, and/or third party data that is utilized with and/or provided by the Service (collectively, “Content”). If Customer receives notice that any Content must be deleted or use thereof discontinued to avoid violating applicable law, third-party rights, or other obligations, Customer will promptly do so. If Customer does not take such required action, or if in Company’s judgment continued violation is likely to reoccur, or if Company is otherwise required to do so, Company may disable, remove, or discontinue access to the applicable Content. If requested by Company, Customer will confirm such deletion and discontinuance of use in writing and Company will be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable.

1.11. Trial Services. Company may provide Trial Services. Customer is not obligated to use Trial Services. Company may immediately and without notice discontinue Trial Services for any reason. Notwithstanding anything to the contrary in this Agreement, Company does not provide Support for Trial Services, and all Trial Services are provided "AS IS" without warranty, indemnity, or liability of any kind.

2. Fees.

2.1. Fees and Payment. Customer will pay amounts set forth in an applicable Order Form (“Fees”) and any other amounts due hereunder as set forth in this Section. Unless otherwise specified in an Order Form, Subscription Fees are based on annual periods that begin on the Subscription start date and each annual anniversary of such date thereafter. Customer’s Subscription Fees are set forth in the applicable Order Form and are payable annually in advance within thirty (30) days of the invoice date. Customer is responsible for providing complete and accurate billing information to Company. Customer will pay all Fees when due and, if such Fees are being paid via credit card or other electronic means, Customer authorizes Company to charge such Fees using Customer’s selected payment method. If Customer disputes any part of an invoice in good faith, Customer will provide Company with notice and detail of the dispute prior to the invoice due date and pay the undisputed portion by the invoice due date. Customer remains liable for and will promptly pay any disputed amounts so withheld and later determined to be due. Unless otherwise stated in an applicable Order Form, Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable, and Fees paid are non-refundable. If Customer requires the use of a purchase order or purchase order number, Customer will provide the purchase order number at the time of purchase.

2.2. Suspension of Service. Company reserves the right to suspend Customer’s account, in addition to all of its other available rights and remedies, in the event that (a) in Company’s reasonable judgment, Customer’s or any Authorized User’s use of the Service threatens the security, integrity, or availability of the Service, or violates Section 1.7 above (Restrictions); or (b) Customer’s account becomes overdue and is not brought current within ten (10) business days following written notice (email acceptable) from Company that such account is past due. Late and/or unpaid amounts will be subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law plus all costs of collection. Suspension will not relieve Customer’s obligation to pay amounts due. Company will not exercise its rights under Subsection (b) above if Customer has disputed the applicable charges in writing reasonably and in good faith as provided above and is cooperating diligently to resolve the dispute.

2.3. Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including sales, use, excise, value-added, goods and services, consumption, withholding, and other similar taxes or duties (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Company’s net income). If a payment by Customer is subject to withholding taxes or any other taxes in accordance with applicable law, Customer will increase the fees payable to Company by an amount sufficient to fully offset the impact of such Taxes, such that Company will receive the full amounts due under this Agreement. Customer agrees to use its best efforts to determine whether the withholding Tax can be reduced or eliminated under an applicable tax treaty, and Company agrees to act in good faith to provide documentation necessary to evidence qualification under any such tax treaty. Customer will be responsible for any penalties or interest that may apply based on Company’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer. If Customer is exempt from certain Taxes, Customer will provide proof of such exemption to Company without undue delay upon execution of the applicable Order Form.

2.4. Credit Card Processing. When Customer pays Company by credit card, Company uses a third-party credit card processing service to process payments. Customer consents to the use of such service and to such third-party processor’s use of Customer credit card details for the purposes of such transaction. Customer agrees to be bound by any separate terms applicable to the processing service.

2.5. Authorized Reseller. For any Service acquired by Customer through a third party expressly authorized by Company for such purpose (for purposes hereof, an “Authorized Reseller”), Sections 2.1 through 2.3 above will not apply (except for Company’s suspension rights under Section 2.2 above). While all other terms of this Agreement will continue to apply exclusively to Company and Customer as stated herein, Customer will contract directly with the applicable Authorized Reseller with respect to payment for the purchase of the Service provided hereunder.

3. Term, Termination, and Effect of Termination.

3.1. Term. The term of this Agreement commences on the Effective Date and will, unless earlier terminated as set forth below, remain in effect until thirty days following the date that all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated (“Term”).

3.2. Termination. Either Party may terminate this Agreement by written notice to the other Party in the event that: (a) the other Party materially breaches this Agreement and does not cure such breach within thirty (30) days of receipt of written notice from the other Party detailing the scope and nature of such breach (except in case of termination due to breach of Section 1.7 (Restrictions) which will take effect immediately upon notice); (b) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such proceedings are not dismissed within sixty (60) days; or (c) if, upon modification of this Agreement by Company as first set forth above in this Agreement, Customer does not agree to such modifications and delivers written notice to Company thereof within thirty (30) days of its first receipt of notice of such modification(s) (whether by update published online, notification within the Service, email to Customer, or otherwise), and if the parties are unable to reach agreement on such modification(s) after good faith effort not exceeding thirty (30) days or such other mutually agreed time period, then either party may terminate this Agreement immediately on written notice to the other Party.

3.3. Treatment of Customer Data Following Expiration or Termination. Customer agrees that following expiration or termination of this Agreement, Company may immediately deactivate Customer’s account(s) associated with the Agreement. Upon written request by Customer received by Company within thirty (30) days after the effective date of expiration or termination, Company will make Customer Data available to Customer for export. After such thirty (30) day period, Company will have no obligation to maintain or provide any Customer Data and will thereafter, unless legally prohibited, be entitled to delete all Customer Data in its systems or otherwise in its possession or under its control.

3.4. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement will immediately terminate, and Customer will immediately cease all use of the Service. In no event will any termination relieve Customer of the obligation to pay any Fees accrued or payable to Company for the Service in the period prior to the effective date of termination. The following sections will survive expiration or termination of this Agreement: Sections 1.7 (Restrictions), 1.11 (Trial Services), 2 (Fees), 3.3 (Treatment of Customer Data Following Expiration or Termination), 3.4 (Effect of Termination), 4 (Confidentiality), 5 (Ownership; License), 6.4 (Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9 (General), and 10 (Definitions).

4. Confidentiality.

4.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by one Party (“Disclosing Party”) to the other Party (“Recipient”), whether orally or in writing, that is designated in writing as confidential, proprietary, or some similar designation, or that reasonably should be understood to be confidential given the nature of the information and the circumstances, which may include the Disclosing Party’s technology and technical information, product plans and roadmaps, designs, specifications, business plans and information (including sales and marketing information), security systems, financial information, employees, contractors, and customers. In addition to the foregoing, Confidential Information of Customer includes Customer Data, and Confidential Information of Company includes information regarding the Service, Documentation, and the terms and conditions of this Agreement and Order Forms (including pricing). Confidential Information does not include information that Recipient can demonstrate (a) is or has become generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to Recipient prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is rightfully received by Recipient from a third party without breach of any obligation owed to the Disclosing Party, (d) was independently developed by Recipient without use of or reference to the Disclosing Party’s Confidential Information, or (e) was approved in writing by the Disclosing Party for disclosure by Recipient.

4.2. Protection of Confidential Information. As between the Parties, each Party retains all ownership and other rights in and to its Confidential Information. Recipient will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but not less than a reasonable standard of care) and will not use any Confidential Information of the Disclosing Party for any purpose except as authorized under this Agreement and will limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors, Affiliates, legal counsel, auditors, and advisors (collectively, “Representatives”) who need to know such information or need such access for purposes related to this Agreement and who have either agreed in writing to or are otherwise legally bound by confidentiality requirements not less protective of the Disclosing Party’s Confidential Information than those set forth herein, provided, however, that notwithstanding the foregoing, a Party that makes any such disclosure or provides such access to its Representative(s) will remain responsible for such Representatives’ compliance with terms of this “Confidentiality” section. Notwithstanding the foregoing, either Party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential counterparty is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.

4.3. Compelled Disclosure. Recipient may disclose Confidential Information of the Disclosing Party to the extent compelled by law or legal process and will (if legally permitted) give the Disclosing Party with prior notice of the compelled disclosure. If Recipient is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information.

5. Ownership; License.

5.1. By Customer. As between Company and Customer, Customer will own all right, title, and interest in and to the Customer Data. Customer hereby grants to Company, its Affiliates, and its relevant service providers a non-exclusive, royalty-free, fully paid-up, worldwide, right and license to access, store, reproduce, display, handle, perform, transmit, test, modify, process, derive from, combine with other data, and otherwise use Customer Data: (a) as necessary for performance of Company’s obligations and exercise of Company’s rights under this Agreement; (b) to support, maintain, provide, develop, support, and improve the Service and as otherwise expressly permitted under this Agreement; (c) to investigate in good faith an allegation that Customer or any Authorized User is in violation of this Agreement; (d) at Customer's direction or request or as otherwise permitted in writing by Customer; and (e) as required by law.

5.2. By Company. As between Company and Customer, Company and its licensors own and will retain all right, title, and interest, including all related Intellectual Property Rights, in and to the following: the Service, Trial Services, all underlying data compilations, schema, components and information related to the Service or Trial Services, Documentation, Derived Data, Usage Data, and any and all other materials and information provided by or accessed from Company hereunder, and including all enhancements, customizations, modifications, and derivative works of the foregoing, notwithstanding that portions thereof may be derived in whole or in part from publicly available sources. No rights are granted to Customer hereunder other than as expressly set forth herein. Company grants to Customer a royalty-free, non-sublicensable, non-transferable, non-exclusive license to use any reports and other output made available to Customer in connection with the Service solely in conjunction with Customer’s authorized use of the Service and in accordance with this Agreement.

5.3. Use of Content. All Content is owned or licensed by Company or by the applicable third party source or vendor, and Customer may use Content solely as part of the Service and as may be embedded in the output of the Service provided by Company to Customer hereunder. Content includes data compiled from third party sources, including public records, user submissions, and other commercially available data sources. These sources may not be accurate, complete, or up-to-date, and are subject to ongoing and continual change without notice. Neither Company nor its third party data sources make any representations or warranties regarding the Content or assumes any responsibility for the accuracy, completeness, or currency thereof.

5.4. Aggregated and De-Identified Data. Notwithstanding anything to the contrary in this Agreement, Company may collect and use Usage Data and Derived Data for purposes including developing, operating, supporting, improving Company’s products and services, and as otherwise permitted under this Agreement. Company shall not publish Usage Data or Derived Data except to the extent such data is aggregated and de-identified such that neither Customer nor Authorized Users are identified therein.

5.5. Feedback. Company welcomes feedback from its customers about the Service. If Customer or any Authorized User provides Company with any feedback or suggestions regarding the Service (“Feedback”), Company may use, disclose, reproduce, sublicense, or otherwise distribute, create derivatives of, and exploit the Feedback without any restrictions or obligations to Customer or any Authorized User. Company will not identify Customer or any Authorized User as the source of such Feedback.

5.6. Supplemental Terms. Certain Subscription packages (“Subscription Packages”) purchased by Customer under an applicable Order Form may include the option to use certain Third Party Services in connection with the Service. Available Third Party Services will typically be referenced on the “Settings” page of the applicable Services. The use of certain Third Party Services is conditioned upon compliance with related supplemental terms and conditions provided by the applicable third party service provider (“Supplemental Terms”). Supplemental Terms are located at https://molecule.io/legal/supplemental-terms. Supplemental Terms apply in addition to, and not in lieu of, the terms of this Agreement. Customer represents, warrants, and covenants that it will, and will ensure that all Authorized Users and other third parties accessing the Service under its account, at all times use Third Party Services in strict compliance with the applicable Supplemental Terms. Customer acknowledges and agrees that notwithstanding anything to the contrary elsewhere stated in this Agreement, Order Forms, or elsewhere, if Customer does not agree to the Supplemental Terms for particular Third Party Services, then Customer is expressly prohibited from using and shall not use such Third Party Services.

6. Warranties; Disclaimer.

6.1. Mutual. Each Party represents and warrants to the other party that (a) it has the full corporate right, power, and authority to enter into and perform its obligations under this Agreement and (b) this Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

6.2. Service Warranty. Company represents and warrants during the applicable Subscription Term that (a) the Service will perform materially in accordance with the applicable Documentation, and (b) Company will not materially degrade the functionality of the Service purchased under the applicable Order Form. For any breach of the foregoing warranties, provided that Customer provides Company with reasonably detailed notice of a warranty claim within ninety (90) days of discovering the issue with respect to the Service, as Company’s sole liability and Customer’s exclusive remedy, Company will correct any material reproducible impairments to the features and functionality of the Service so that they comply with the foregoing warranty.

6.3. By Customer. Customer represents and warrants that Customer owns or validly licenses the Customer Data so that it may legally provide such Customer Data to Company for processing in accordance with this Agreement.

6.4. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN SECTIONS 6.1 AND 6.2 ABOVE, CUSTOMER AKNOWLEDGES AND AGREES THAT THE SERVICE, DOCUMENTATION, CONTENT, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SERVICES, NOR DOES COMPANY MAKE ANY WARRANTY, GUARANTY, OR OTHER COMMITMENT RELATED TO ANY RESULTS CUSTOMER OR ITS USERS MAY OBTAIN BY USING THE SERVICES (INCLUDING ANY PREDICTIONS OR ANALYTICS INCLUDED IN SUCH RESULTS), AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND RELIANCE ON ANY SUCH RESULTS. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT COMPANY WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. COMPANY IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS REASONABLE CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE, AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.

7. Limitation of Liability.

7.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, LOSS OF USE, ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7.2. Limit of Liability. EXCEPT AS SPECIFIED BELOW, FOR CLAIMS FOR AMOUNTS DUE HEREUNDER, AND CLAIMS FOR A PARTY’S BREACH OF SECTION 1.7 (RESTRICTIONS), IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY OR ITS RESPECTIVE AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY (“GENERAL LIABILITY CAP”). NOTWITHSTANDING THE FOREGOING, IN CASE OF CLAIMS FOR BREACH OF SECTION 4 (CONFIDENTIALITY) AND INDEMNITY CLAIMS UNDER SECTION 8 (INDEMNIFICATION), EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED TWO (2) TIMES THE GENERAL LIABILITY CAP (“SPECIFIC LIABILITY CAP”), AND COMPANY WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SERVICES OR LIABILITY OF ANY KIND WITH RESPECT THERETO UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE COMPANY’S LIABILITY FOR TRIAL SERVICES WILL NOT EXCEED $500. IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SPECIFIC LIABILITY CAP, NOR WILL THOSE CAPS BE CUMULATIVE: RATHER, IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE SPECIFIC LIABILITY CAP.

7.3. The provisions of this Section 7 allocate the risks under this Agreement between the Parties, and the Parties have relied on these limitations in determining whether to enter into this Agreement.

8. Indemnification.

8.1. Indemnification By Company. Company will defend Customer, its employees, directors, officers and Affiliates (“Customer Indemnitees”) from and against any claim, demand, suit, or proceeding (“Claim”) made or brought against a Customer Indemnitee by a third party to the extent alleging that Customer’s authorized use of the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of such third party (each, a “Claim Against Customer”), and Company will indemnify Customer Indemnitees for any damages, reasonable attorneys’ fees, and costs finally awarded against Customer as a result of, or for any amounts paid by the Customer under an Company-approved settlement of, a Claim Against Customer; provided, however, in no event will Company have any obligations or liability under this Section 8.1 to the extent a Claim Against Customer arises from: (a) use of the Service other than as permitted under this Agreement; (b) use of the Service in a modified form or in combination with products, services, content, or data not furnished to Customer by Company; or (c) Customer’s directions or specifications. If the Services become, or in Company’s reasonable judgment are likely to become, the subject of a claim of infringement, then Company may in its sole discretion: (a) obtain the right, at Company’s expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that they are no longer infringing. If Company, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable or practicable, then Company may suspend or terminate Customer’s use of the Service and in such case will provide Customer with a prorated refund of any prepaid, unused Fees applicable to the remainder of the applicable Subscription Term. This Section 8.1 sets out Customer’s exclusive remedy and Company’s sole liability regarding infringement of third party Intellectual Property Rights.

8.2. Indemnification By Customer. Customer will defend Company, its employees, contractors, directors, officers, and Affiliates (“Company Indemnitees”) from and against any Claims made or brought against an Company Indemnitee by a third party to the extent arising out of or relating to Customer Data, or any unauthorized use of the Service or use of the results thereof by or on behalf of Customer or Authorized Users (each, a “Claim Against Company”), and Customer will indemnify and hold Company Indemnitees harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Company as a result of, or for any amounts paid by Company under a Customer-approved settlement of, a Claim Against Company.

8.3. Indemnification Process. The indemnifying Party’s obligations in this Section 8 are subject to receiving from the indemnitee: (a) prompt written notice of the claim, (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim and (c) all reasonably requested cooperation and information at the indemnifying Party’s expense for reasonable out-of-pocket costs. Failure to give prompt notice will not constitute a waiver of the indemnitee’s right to indemnification and will relieve the indemnifying Party of its obligations under this Section 8 only to the extent that the indemnifying Party’s rights are materially prejudiced by such failure or delay. The indemnifying Party shall not settle any claim that would bind the indemnified party to any obligation or require any admission of fault by the indemnified party, without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

9. General

9.1. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

9.2. Export Compliance. The Service, Content, other Company technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer will not permit any Authorized User to access or use any Service or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation and will comply with all applicable export control laws and regulations related to its use of the Service and Content.

9.3. Anti-Corruption. Customer acknowledges and agrees it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

9.4. Severability; No Waiver. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to any judicial decree or decision, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and a Party’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.

9.5. Assignment. Neither Party may assign any of its rights or obligations hereunder without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms) without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or voting securities. This Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.

9.6. Governing Law; Venue. This Agreement and any disputes arising hereunder will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions, and each Party hereby consents to the personal jurisdiction and venue of the state or federal courts located in Delaware. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

9.7. Dispute Resolution and Arbitration; Equitable Relief. The Parties agree that most disputes can be resolved without resort to litigation. The Parties agree to use all reasonable efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the Parties are unable to resolve the dispute, the Parties agree that, except as expressly stated herein, any and all disputes arising out of or in any way relating to this Agreement, including its existence, validity or termination, will be resolved according to Delaware law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the Parties cannot agree upon selection of an arbitrator, then JAMS will appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be Delaware. The arbitration will be conducted in English. The arbitrator will provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, the Parties agree that damages may be an inadequate remedy in the case of any actual or threatened breach of certain terms of this Agreement (including unauthorized disclosure of Confidential Information, infringement of a Party’s Intellectual Property Rights, and enforcement of an arbitration award hereunder), and that either Party will be entitled to seek equitable relief (without the requirement of posting a bond or other security) in any court of competent jurisdiction as specified in Section 9.6 above (Governing Law; Venue) in addition to any other remedies such Party may have under this Agreement.

9.8. Notices. Company may give general notices related to the Service that are applicable to all customers by email, text, in-app notifications, or by posting them on the Company website or through the Service, and such electronic notices will be deemed to satisfy any legal requirement that such notices be made in writing. All other notices and consents under this Agreement will be in writing and will be deemed effective upon (a) receipt by personal delivery, (b) the fifth (5th) business day after mailing by prepaid registered or certified U.S. mail (return receipt requested), (c) the second (2nd) business day after sending by nationally recognized courier service, or, except for notices of termination, warranty claim, or an indemnifiable claim (collectively, “Legal Notices”) which must be delivered in accordance with one of subsections (a), (b), or (c) above, will be deemed effective on (d) the day of sending by email (without notice of non-delivery) followed by delivery of notice per one of the foregoing methods. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer may be sent to the Customer address set forth in the applicable Order Form. All notices to Company will be sent to Company Software, Inc., 1333 West Loop South, Suite 820, Houston, TX 77027 USA, Attn: Legal, with a simultaneous copy emailed to legal@molecule.io.

9.9. Government End Authorized User. If Customer or any Authorized User is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (“FAR”), Customer acknowledges that elements of the Service constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government Authorized User as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This U.S. Government End Authorized User Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data. The Services were developed fully at private expense. All other use is prohibited.

9.10. Publicity. Company may use and display Customer’s name, logo, trademarks, and service marks on Company’s public customer lists (including in Company’s website, social media, and marketing and promotional materials) in connection with identifying Customer as a customer of Company. Company agrees that any such use will be subject to Company’s compliance with any written guidelines that Customer may deliver to Company regarding the use of Customer’s name.

9.11. Force Majeure. Neither Party will be liable for delayed, inadequate, or failed performance of its obligations hereunder (other than for non-payment) if such delay or failure arises from any cause or condition beyond the reasonable control of the affected Party, including natural disasters, fire, flood, epidemic, pandemic, act of God, civil disturbance, act of a public enemy or terrorist, act of any military, civil, regulatory, or governmental authority, change in law or regulation, labor conditions, interruption or failure of the Internet, hosting, DNS or other third party services, or any utility service, denial of service or ransomware attacks, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing that could not have been prevented by such Party with reasonable care (each a “Force Majeure Event”). The Party affected will be relieved from its obligations hereunder (or applicable part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations.

9.12. Entire Agreement. This Agreement, including all Company policies and agreements referred to herein, and all Order Form(s) hereunder, constitutes the entire agreement between the Parties concerning the subject matter hereof, supersedes and replaces all prior or contemporaneous representations, understandings, and agreements, whether written or oral, with respect to such subject matter, except for Company’s right to modify this Agreement as first set forth above, neither this Agreement nor any Order Form may be modified or amended except upon mutual written agreement signed by both Parties. The Parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. The Parties agree that any term or condition stated in a customer purchase order or in any other Customer order documentation (excluding Order Forms) is void.

9.13. Order of Precedence; Interpretation; Headings In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. As used in the Agreement, (a) “include” and “including” mean “including, without limitation,” and (b) “will” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement.

10. Definitions.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party hereto. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests (or equivalent) of the subject entity.

“Authorized User” means an employee of Customer, or of an Affiliate of Customer, in each case authorized by Customer to access and/or use the Service or Customer Data within the Service under Customer’s account. If Customer wishes to authorize individuals not described above, it may do so with Company’s prior written consent on a case-by-case basis.

“Customer Data” means all data uploaded by or on behalf of Customer to the Service, including any Personal Data as that term is defined under applicable data protection laws. Notwithstanding anything to the contrary in this Agreement, Customer Data does not include Usage Data.

“Derived Data” means all data created or derived, directly or indirectly, from or on the basis of Customer Data, including using computations, models, schema, analyses, manipulations, or other processes applied to the Customer Data (whether human or machine-generated and whether alone or in conjunction with other data).

“Documentation” means any user guides, manuals, instructions, training, and other materials, that Company makes available to Customer that describe the technical functionality, features, or requirements of the Service, including all modifications and updates, thereto and all derivative works thereof.

“High Risk Activities” means any activities where use or failure of the Software could lead to death, personal injury, or environmental damage, including but not limited to life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control

“Intellectual Property Rights” means (a) unpatented inventions, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, moral rights, know-how, trade secret rights, and all other intellectual property rights, (b) all derivatives of the foregoing, (c) all registrations, applications, renewals, extensions, continuations, divisions, and reissues of the foregoing now or hereafter in force, (d) and all forms of protection of a similar nature anywhere in the world.

"Malicious Code" means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) impair or cause the Service to cease functioning; (ii) damage or corrupt the Service or any Company owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Service (e.g., Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).

“Order Form” means a Company ordering form that specifies the Service purchased by Customer under this Agreement and is agreed to by Customer (whether by signature or by online election or submission). Order Forms will be subject to and incorporate by reference the terms of this Agreement.

"Prohibited Content" means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, intellectual property rights, and trade secrets; (iii) contains false, misleading, or deceptive information; or (iv) is otherwise objectionable to Company in its sole, but reasonable, discretion.

“Service” means the Company’s software-as-a-service (SaaS) offering identified in the applicable Order Form, including without limitation, the software developed and maintained by Company in connection with provision of the Service, and all modifications, enhancements, updates, upgrades, patches, workarounds, and fixes thereto, and any derivative works thereof.

“Subscription” means the access to the Service purchased by Customer as set forth in the applicable Order Form.

“Subscription Term” means the period identified in the Order Form during which Customer, including its Authorized Users, is permitted to access and/or use the Service pursuant to the terms of this Agreement.

“Trial Service” means services, features, or functionality provided by Company and designated as beta, trial, free, pilot, evaluation, or other similar designation.

“Usage Data” means data and information regarding the provision or performance of the Service, Customer’s and Authorized Users’ access to or use thereof (e.g. number and duration of user sessions, page visits, configurations, log data, performance results for the Service, etc.), and data (including metadata) collected or generated in connection therewith, including statistical, operational, navigational, transactional, processing, computer (such as IP address and browser), demographical, and analytical data.