Terms of Service effective October 2025

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# Software as a Service Agreement
*Effective October 31, 2025.*

This Software as a Service Agreement (the "**Agreement**") is
between the entity named below ("**Customer**") and Modal
Labs, Inc., a Delaware corporation ("**Modal**"). This
Agreement consists of these terms, each order form for Services that has
been executed by Modal and Customer (each an "**Service Order**") and all exhibits and amendment of any of the foregoing. Customer
consents to this Agreement by executing a Service Order or creating an
account on the Service.

- **SCOPE OF SERVICE AND RESTRICTIONS**

**Access and Scope of Service.** Subject to receipt
of the applicable Fees with respect to the service specified in
the corresponding Service Order (the "**Service**"),
Modal will use commercially reasonable efforts to make the Service
available to Customer as set forth in this Agreement and the
Service Order. Subject to Customer's compliance with the terms and
conditions of the Agreement and the Service Order, Customer may
access and use the Service during the period specified in the
Service Order. Any such use of the Service by Customer is solely
for Customer's internal business.

- **No-Fee Use.** If Customer is accessing or making
use of the Service on a trial or no-fee basis (the "**No-Fee Use**"), Customer may use the Service consistent with applicable use
limitations in the corresponding Service Order or otherwise
provided to Customer. Customer acknowledges and agrees that the
No-Fee Use is provided on an "as-is" basis and the No-Fee Use is
provided without any indemnification, support, warranties or
representation of any kind. Further, No-Fee Use may be subject to
certain additional restrictions, limitations and differing terms
all as specified in the corresponding No-Fee Use Limitations.

- **Restrictions.** Customer will use the Service only in
accordance with all applicable laws, including, but not limited to,
laws related to data (whether applicable within the United States, the
European Union, or otherwise). Customer agrees not to (and will not
allow any third party to): (a) remove or otherwise alter any proprietary
notices or labels from the Service or any portion thereof; (b) reverse
engineer, decompile, disassemble, or otherwise attempt to discover the
underlying structure, ideas, or algorithms of the Service or any software
used to provide or make the Service available; or (c) rent, resell or
otherwise allow any third party direct access to or use of the Service.

- **Service Suspension.** Modal may suspend Customer's access
to or use of the Service if Modal determines such action is reasonably
necessary to enforce its rights and Customer's obligations herein. Modal
will notify Customer before suspending access to the Service and give
Customer an opportunity to remediate any deficiencies, unless emergency
suspension is required.

- **Ownership.** Modal retains all right, title, and
interest in and to the Service, and any software, products, works
or other intellectual property created, used, provided or made
available by Modal under or in connection with the Service.
Customer may from time to time provide suggestions, comments or
other feedback to Modal with respect to the Service ("**Feedback**"). Customer hereby grants to Modal a nonexclusive, worldwide,
perpetual, irrevocable, transferable, sublicensable, royalty-free,
fully paid up license to use and exploit any Feedback for any
purpose. Nothing in this Agreement will impair Modal's right to
develop, acquire, license, market, promote or distribute products,
software or technologies that perform the same or similar
functions as, or otherwise compete with any products, software or
technologies that Customer may develop, produce, market, or
distribute.

- **Modal Client.** Certain software libraries and
tools, and updates thereto, that may be used to access and use the
Service (the "**Modal Tools**") are available at the
following URL: https://github.com/modal-labs/modal-client under
applicable open source licensing terms. Customer agrees that it is
responsible for obtaining, installing and maintaining the Modal
Tools, that the Modal Tools are not part of the Service and not
subject to this Agreement, and that Modal disclaims all
representations, warranties and other obligations under this
Agreement as to the Modal Tools.

- **Customer Data.** Customer hereby grants to Modal a
limited license to use Customer Data as necessary to provide the
Service to Customer. For purposes of this Agreement, "**Customer Data**" shall mean any data, information or other material provided,
uploaded, or submitted by Customer to the Service in the course of
using the Service. Customer shall retain all right, title and
interest in and to the Customer Data, including all intellectual
property rights therein. As between Modal and Customer, Customer
owns all Customer Data. Customer is solely responsible for
Customer Data including, but not limited to: (a) compliance with
all applicable laws and regulations; and (b) any claims that
Customer Data infringes, misappropriates, or otherwise violates
the rights of any third party.

- **Aggregated De-Identified Data.** Notwithstanding
anything to the contrary, Modal may freely use Aggregated
De-identified Data for Modal's business purposes (including
without limitation, for purposes of improving, testing, operating,
promoting and marketing Modal's current and future products and
services). "**Aggregated De-identified Data**" means
data collected by Modal in connection with Customer's use of the
Service, but only in aggregate, de-identified form which is not
linked specifically to Customer or any individual. Aggregated
De-identified Data excludes Customer Data uploaded or submitted by
Customer.

- **FEES AND TAXES**

**Fees.** Customer shall pay to Modal the fees as set
forth in each applicable Service Order(s) (collectively, the "**Fees**") and will provide accurate and updated billing contact
information. Minimum commitments as set forth in Service Orders
are: (a) based on the Service purchased and not actual usage; (b)
non-cancelable; and (c) cannot be decreased during the specified
term set forth in such Service Order. Fees are not refundable.

- **Invoicing Terms.** Modal will invoice Customer either
monthly or according to the billing frequency stated in the Service
Order. Invoices are due pursuant to the corresponding Service Order.
If any invoiced amount is not received by Modal by the due date, then
without limiting Modal's rights or remedies: (a) those charges may accrue
late interest at the rate of 1.5% of the outstanding balance per month,
or the maximum rate permitted by law, whichever is lower, and (b) Modal
may condition future renewals and Service Orders on shorter payment
terms. If Modal is required to initiate legal action due to nonpayment
of fees, Customer shall bear all costs resulting from the collection
of such fees.

- **Taxes.** Any and all payments made by Modal in accordance
with this Agreement are exclusive of any taxes that might be assessed
against Customer by any jurisdiction. Customer shall pay or reimburse
Modal for all value-added, sales, use, property and similar taxes; all
customs duties, import fees, stamp duties, license fees and similar
charges; and all other mandatory payments to government agencies of
whatever kind, except taxes imposed on the net or gross income of Modal.
All amounts payable to Modal under this Agreement shall be without set-off
and without deduction of any taxes, levies, imposts, charges, withholdings
and/or duties of any nature which may be levied or imposed, including
without limitation, value added tax, customs duty and withholding tax.

- **TERM AND TERMINATION**

**Term.** The term of this Agreement shall commence
on the Effective Date identified in the Service Order and unless
terminated earlier according to this Section 3, will end on the
last day of the term specified in the last Service Order (the "**Term**"). Each Service Order will renew automatically at the end of the
applicable term unless either party provides to the other advance
written notice with respect to non-renewal at least 30 days prior
to the end of the then current term.

- **Termination.** This Agreement and the Service Orders
hereunder may be terminated: (a) by either party if the other has materially
breached this Agreement, within thirty (30) calendar days after written
notice of such breach to the other party if the breach is remediable
or immediately upon notice if the breach is not remediable; or (b) by
Modal upon written notice to Customer if Customer (w) has made or attempted
to make any assignment for the benefit of its creditors or any compositions
with creditors, (x) has any action or proceedings under any bankruptcy
or insolvency laws taken by or against it which have not been dismissed
within 60 days, (y) has effected a compulsory or voluntary liquidation
or dissolution, or (z) has undergone the occurrence of any event analogous
to any of the foregoing under the law of any jurisdiction.

- **Effect of Termination.** Upon any expiration or termination
of this Agreement, Customer shall (a) immediately cease use of the Service,
and (b) return all Modal Confidential Information and other materials
and information provided by Modal. Any termination or expiration shall
not relieve Customer of its obligation to pay all Fees accruing prior
to termination. On termination of this Agreement, Customer shall pay
to Modal all Fees set forth in the corresponding Service Order(s). Customer's
Service account will be deleted within 60 days following the termination
date.

- **Survival.** The following provisions will survive termination
of this Agreement: Sections 1.5 (Ownership), 3.3 (Effect of Termination),
Section 3.4 (Survival), Section 4 (Confidentiality), Section 7 (Limitation
of Liability), and Section 8 (Miscellaneous).

- **CONFIDENTIALITY**

During the term of this Agreement, either party may provide the
other party with confidential and/or proprietary materials and
information ("**Confidential Information**"). All
materials and information provided by the disclosing party and
identified at the time of disclosure as "Confidential" or bearing
a similar legend, and all other information that the receiving
party reasonably should have known was the Confidential
Information of the disclosing party, shall be considered
Confidential Information. This Agreement is Confidential
Information, and all pricing terms are Modal Confidential
Information. The receiving party shall maintain the
confidentiality of the Confidential Information and will not
disclose such information to any third party without the prior
written consent of the disclosing party. The receiving party will
only use the Confidential Information internally for the purposes
contemplated hereunder. The obligations in this Section shall not
apply to any information that: (a) is made generally available to
the public without breach of this Agreement, (b) is developed by
the receiving party independently from and without reference to
the Confidential Information, (c) is disclosed to the receiving
party by a third party without restriction, or (d) was in the
receiving party's lawful possession prior to the disclosure and
was not obtained by the receiving party either directly or
indirectly from the disclosing party. The receiving party may
disclose Confidential Information as required by law or court
order; provided that, the receiving party provides the disclosing
with prompt written notice thereof and uses the receiving party's
best efforts to limit disclosure. At any time, upon the disclosing
party's written request, the receiving party shall return to the
disclosing party all disclosing party's Confidential Information
in its possession, including, without limitation, all copies and
extracts thereof.

- **WARRANTIES**

**Authority.** Each of Modal and Customer represents and
warrants that: (a) it has the full right, power and authority to enter
into and fully perform this Agreement; (b) the person signing this Agreement
on its behalf is a duly authorized representative of such party who
has in fact been authorized to execute this Agreement; (c) its entry
herein does not violate any other agreement by which it is bound; and
(d) it is a legal entity in good standing in the jurisdiction of its
formation.

- **Services Operation.** The Service, when used by Customer
in accordance with the provisions of this Agreement and in compliance
with the applicable documentation, will perform, in all material respects,
the functions described in the documentation during the Term.

- **Protection of Customer Data.** Modal will maintain administrative,
physical, and technical safeguards for protection of the security, confidentiality
and integrity of Customer Data in accordance with its security documentation,
which will be made available to Customer on request, and Modal's Data
Processing Addendum found at https://modal.com/legal/dpa which is incorporated
herein by reference. Those safeguards will include, but will not be
limited to, measures for preventing access, use, modification or disclosure
of Customer Data by Modal personnel except: (a) to provide the Service
and to prevent or address service or technical problems, or (b) as Customer
expressly permits in writing.

- **Exclusive Remedies.** Customer shall report to Modal,
pursuant to the notice provision of this Agreement, any breach of the
warranties set forth in this Section 5. In the event of a breach of
warranty by Modal under this Agreement, Customer's sole and exclusive
remedy, and Modal's entire liability, shall be prompt correction of
any material non-conformance in order to minimize any material adverse
effect on Customer's business.

- **Disclaimer of Warranty.** Modal does not represent or
warrant that the operation of the Service (or any portion thereof) will
be uninterrupted or error free, or that the Service (or any portion
thereof) will operate in combination with other hardware, software,
systems or data not provided by Modal, except as expressly specified
in the applicable documentation. CUSTOMER ACKNOWLEDGES THAT, EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MODAL MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE
SERVICE OR SERVICES, OR THEIR CONDITION. MODAL IS FURNISHING THE WARRANTIES
HEREIN IN LIEU OF, AND MODAL HEREBY EXPRESSLY EXCLUDES, ANY AND ALL
OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER
COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND
ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

- **INDEMNIFICATION**

**Indemnification by Customer.** Customer will defend,
indemnify, and hold Modal, its affiliates, suppliers and licensors harmless
and each of their respective officers, directors, employees and representatives
from and against any claims, damages, losses, liabilities, costs, and
expenses (including reasonable attorneys' fees) arising out of or relating
to any third party claim with respect to alleged infringement or misappropriation
of third-party's intellectual property rights or violation of applicable
law related to Customer Data.

- **Indemnification by Modal.** Modal will defend,
indemnify, and hold Customer harmless from and against any third
party claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys' fees) arising from claims by a
thirty party that Customer's use of the Service directly infringes
or misappropriates a third party's intellectual property rights
(an "**Infringement Claim**"). Notwithstanding any
other provision in this Agreement, Modal shall have no obligation
to indemnify or reimburse Customer with respect to any
Infringement Claim to the extent arising from: (a) the combination
of any Customer Data with the Service; (b) the combination of any
products or services, other than those provided by Modal to
Customer under this Agreement, with the Service; or (c)
non-discretionary designs or specifications provided to Modal by
Customer that caused such Infringement Claim.

- **Notice of Claim and Indemnity Procedure.** In the
event of a claim for which a party seeks indemnity or
reimbursement under this Section 6 (each an "**Indemnified Party**") and as conditions of the indemnity, the Indemnified Party
shall: (a) notify the indemnifying party in writing as soon as
practicable, but in no event later than thirty (30) days after
receipt of such claim, together with such further information as
is necessary for the indemnifying party to evaluate such claim;
and (b) the Indemnified Party allows the indemnifying party to
assume full control of the defense of the claim, including
retaining counsel of its own choosing. Upon the assumption by the
indemnifying party of the defense of a claim with counsel of its
choosing, the indemnifying party will not be liable for the fees
and expenses of additional counsel retained by any Indemnified
Party. The Indemnified Party shall cooperate with the indemnifying
party in the defense of any such claim. Notwithstanding the
foregoing provisions, the indemnifying party shall have no
obligation to indemnify or reimburse for any losses, damages,
costs, disbursements, expenses, settlement liability of a claim or
other sums paid by any Indemnified Party voluntarily, and without
the indemnifying party's prior written consent, to settle a claim.
Subject to the maximum liability set forth in Section 7, the
provisions of this Section 6 constitute the entire understanding
of the parties regarding each party's respective liability under
this Section 6, including but not limited to Infringement Claims
(including related claims for breach of warranty) and each party's
sole obligation to indemnify and reimburse any Indemnified Party.

- **LIMITATIONS OF LIABILITY**

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY, LOST PROFITS,
BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER
CAUSED AND REGARDLESS OF THEORY OF LIABILITY.

- EACH PARTY'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS
AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT
EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE
APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

- **MISCELLANEOUS**

**Compliance with Laws.** Customer shall comply with all
applicable laws and regulations in its use of any Service, including
without limitation export control laws, privacy laws and laws regarding
the unlawful gathering or collecting, or assisting in the gathering
or collecting of information.

- **Assignment.** Neither party may transfer or assign this
Agreement without the prior written consent of the other party. Notwithstanding
the foregoing, either party may assign this Agreement without consent
from the other party in connection with a change in control, acquisition
or sale of all or substantially all of its assets.

- **Notice.** All notices between the parties shall be in
writing and shall be deemed to have been given if personally delivered
or sent by registered or certified mail (return receipt), by recognized
courier service, or electronic mail with no notice of delivery failure.

- **No Agency.** Both parties agree that no agency, partnership,
joint venture, or employment is created as a result of this Agreement.
Neither party has any authority of any kind to bind the other.

- **Governing Law.** This Agreement shall be governed exclusively
by, and construed exclusively in accordance with, the laws of the United
States and the State of California, without regard to its conflict of
laws provisions. The federal courts of the United States in the Northern
District of California and the state courts of the State of California
shall have exclusive jurisdiction to adjudicate any dispute arising
out of or relating to this Agreement. Each party hereby consents to
the jurisdiction of such courts and waives any right it may otherwise
have to challenge the appropriateness of such forums, whether on the
basis of the doctrine of forum non conveniens or otherwise. The United
Nations Convention on Contracts for the International Sale of Goods
shall not apply to this Agreement or any Service Order issued under
this Agreement.

- **Publicity.** Customer hereby authorizes Modal to identify
Customer as a Modal customer, and use Customer's name, mark and/or logo
on Modal's website and/or in Modal's marketing materials with respect
to the same. In addition, Customer agrees to participate in certain
publicity activity, such as a case study, customer quote, and joint
press release all as further described in the corresponding Service
Order.

- **Entire Agreement.** This Agreement is the complete and
exclusive statement of the mutual understanding of the parties and supersedes
and cancels all previous written and oral agreements, communications,
and other understandings relating to the subject matter of this Agreement,
and all waivers and modifications must be in a writing signed by both
parties, except as otherwise provided herein. Any term or provision
of this Agreement held to be illegal or unenforceable shall be, to the
fullest extent possible, interpreted so as to be construed as valid,
but in any event the validity or enforceability of the remainder hereof
shall not be affected. In the event of a conflict between this Agreement
and the Service Order document, the terms of this Agreement shall control.
This Agreement may be executed and delivered by facsimile or electronic
signature and in two or more counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same
instrument.

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