Services Agreement

Effective Date: August 18, 2025

This Subscription Agreement applies to all new and renewal orders entered into on or after August 18, 2025.
If you entered into an agreement with Strangeworks prior to this date, the version of the Subscription Agreement in effect at the time of your order will continue to govern your subscription until renewal. For prior versions, please visit our Previous Terms.

strangeworks Software Services Agreement (August 18, 2025)

This Strangeworks Software Services Agreement (this “Agreement") is entered into as of the Effective Date (as defined below) by and between Strangeworks, Inc. ("Strangeworks"), and the customer identified in the applicable Order Form (“Customer”)(each a "Party" and together the "Parties"). This Agreement consists of the terms and conditions set forth below and any ancillary documents (e.g., policies, addenda, exhibits) expressly referenced herein, together with and any Order Form that references this Agreement. Each Order Form, when executed by both Parties (or accepted via an authorized electronic process), will be governed by this Agreement in the version identified in that Order Form.

The purpose of this Agreement is to establish the terms and conditions under which Customer may access and use Strangeworks’ Software Services, Support Services, Professional Services, and Third-Party Items as described in an Order Form or statement of work (“SOW”) or other document signed (including electronically accepted) by Customer. If there is any inconsistency or conflict between this Agreement's terms and any Order Form's terms, the terms of the Order Form will control. If Customer is provided with access to the Software Services on a trial basis, the section of this Agreement entitled "Trial Services" will govern such access and, unless otherwise indicated in an applicable Order Form, certain of Strangeworks' obligations under this Agreement will not apply, as further described below.

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DEFINITIONS
1. "Account" means any account or instances created by, or on behalf of, Customer or its Affiliates within the Software Services.
2. "Affiliate(s)" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
3. "AI Feature(s)" means any feature, functionality, or component of the Software Services that incorporates, uses, depends on, or employs any AI Technology.
4. "AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
5. "Authorized User" means Customer and any employee, consultant, or contractor engaged by Customer to whom Customer supplies its Credentials or otherwise permits or invites to use the Software Services or access Customer's Account.
6. "Credentials" means usernames, user identifications, passwords, codes, and tokens that Strangeworks may provide to be used by Customer or that Customer uses to access the Software Services.
7. "Customer" means: (i) the person or entity specified on an Order Form; or (ii) any person or entity that accepts and agrees to the terms of this Agreement via execution of an Order Form, or electronic acceptance through an authorized online process.
8. "Customer Data" means (i) algorithms, code, problem definitions and solutions, formulas, documents, electronic data, and other information provided by or on behalf of Customer, including by its Representatives, or submitted or entered into the Software Services by or on behalf of Customer, including by its Representatives; and (ii) content and other outputs generated by Customer through use of the Software Services.
9. "Customer IP" means Customer Data and all Derivative Works thereof, as well as all IP Rights in the foregoing, provided "Customer IP" does not include Strangeworks IP.
10. "Derivative Works" means any suggestions, contributions, enhancements, improvements, modifications, supplementations, or changes to a party's intellectual property.
11. "Documentation" means the user guides, manuals, and other documentation that may be provided by Strangeworks from time to time regarding the Software Services, all derivatives thereof, and all IP Rights in the foregoing.
12. "Effective Date" means, for each Order Form, the date of the last signature on that Order Form by both Customer and Strangeworks (or the date of acceptance via an authorized electronic process, if applicable). The version of this Agreement in effect on that Effective Date, as identified in the Order Form, will govern that Order Form.
13. "Fees" means all fees and amounts payable to Strangeworks as specified in an Order Form.
14. "IP Rights" means any rights in or to any of the following, however constituted: patent, copyright, trade secret, trademark, service marks, URLs, trade dress, brand features, know-how, code (executable, source and other), or other intellectual or industrial property laws under the laws of any applicable governmental authority, or international treaty, including all applications and registrations relating to any of the foregoing.
15. "Order Form" means any ordering document generated by Strangeworks, or any online ordering process or electronic acceptance process, for the provision of Software Services, Professional Services, Support Services, or Third-Party Items, entered into by the Parties or any of their Affiliates and incorporated by reference into, and governed by, this Agreement. Each Order Form will specify the Effective Date and the version of this Agreement that governs that Order Form, and that version will remain fixed for the duration of the Order Form unless the Parties agree otherwise in writing.
16. "AI Customer Output" means information, data, materials, text, images, code, works, or other content generated by or otherwise output from an AI Feature in response to a Customer Data input.
17. "Professional Services" means consulting or professional services (including any training, success, and implementation services) provided by Strangeworks as indicated on an Order Form.
18. "Representatives" means a Party's directors, officers, employees, contractors/subcontractors, agents, and other representatives.
19. "Software Service(s)" means the subscription based products and services that are used or ordered by Customer online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, including individually and collectively, (i) the online hosted software platform; (ii) any application programming interfaces (API), software development kit files (SDK), and sample code; (iii) an AI Feature, (iv) and all Derivative Works, updates, corrections, fixes, and substitutions to the foregoing. For certainty, "Software Service(s)" does not include Third-Party Items.
20. "Strangeworks IP" means the Software Services, the Documentation, all Derivative Works thereof, and all IP Rights in the foregoing; provided that "Strangeworks IP" does not include any Third-Party Items.
21. "Support Services" means the level or type of support services for the Software Services specified in an Order Form in accordance with the Support Services Addendum (Exhibit A). If Support Services are not specified in an Order Form, support shall be limited to public Documentation.
22. "Third-Party Items" means any and all of the following where provided by, or on behalf of, a third party: software, hardware, services, applications, systems, materials, data, information, technology, APIs, SDKs, or any other proprietary tool or item.
23. "Tax" or "Taxes" means any present or future taxes, levies, imposts, duties, charges, assessments, or fees of any nature (including any interest thereon).
USE OF THE SOFTWARE SERVICES
1. Access to Software Services. Subject to Customer's compliance with the terms and conditions of this Agreement, including payment of applicable Fees, Strangeworks grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable right to access and use the Software Services and Documentation during the Subscription Term solely for its internal business purposes and in accordance with any metrics or limitations set forth in the Order Form (such as user counts, volume or transaction limits, etc.). Strangeworks may modify, add, or remove some or all of the Software Service functionality at any time in its sole discretion, with or without notice to Customer.
2. Restrictions. Customer will not directly or indirectly: (i) sell, lease, license, sublicense, assign, disclose, or otherwise make available the Strangeworks IP (or any part thereof) to any third party that is not an Authorized User; (ii) decompile, disassemble, reverse engineer or attempt to discover the source code, object code or underlying structure, models, model weights and parameters, or other underlying AI Technology or component of the Software Services, in whole or in part, ideas, know-how or algorithms of the Strangeworks IP or Third-Party Items (or any part thereof) or any software, documentation, or data related to or provided with the Strangeworks IP (including Third-Party Items); (iii) create Derivative Works of, translate, or write or develop any software based upon the Software Services (or any part thereof); (iv) use the Strangeworks IP (or any part thereof) to provide any facility management, service bureau or similar services to third parties; (v) upload, transmit, or submit any viruses, malware, or other malicious code or harmful materials to the Software Services and to the systems, data, or information of Strangeworks, its suppliers, licensors, or any other third party, or otherwise interfere with the operation of the Services or any such third party systems, data, or information; (vi) attempt to bypass any security measures or gain any unauthorized access to the Platform or any part thereof, or to the systems, data, or information of Strangeworks, its suppliers, licensors, or any other third party; (vii) use the Software Services to conduct benchmarking, or competitive analysis, of the Software Services; (viii) alter, distort, or remove any confidential, proprietary, copyright, trademark, trade secret, or patent legends from any copy of the Strangeworks IP or any Third-Party Items (or any part thereof); (x) publish or otherwise distribute Credentials other than to Authorized Users, or use any unauthorized credentials to access and use the Software Services (or any part thereof); (x) use the Software Services in violation of any applicable laws, regulations, and rights (including, without limitation, those related to export control, privacy, data security, intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation); or (xi) otherwise use or copy the Strangeworks IP or Third-Party Items, or any part thereof, except as expressly allowed under this Agreement.
3. Accounts; Credentials. Strangeworks will enable Customer to access the Software Services through the designated number of Authorized User Accounts as specified in the Order Form. Customer is solely responsible for ensuring that all Credentials remain secure and confidential and will notify Strangeworks promptly if it suspects any unauthorized use of Customer's Account and Credentials. An Authorized User may not permit any other individual or automated process to access or use Strangeworks IP without the express, prior, written permission of Strangeworks. Customer will ensure that all Authorized Users comply with this Agreement.
4. Professional Services. Upon Customer's request, Strangeworks may provide Professional Services subject to the terms and conditions defined on any mutually agreed upon and executed SOW or other written document (such as a "Professional Services Agreement").
5. Support Services. Strangeworks will provide Customer with the level or type of Support Services specified in an Order Form in accordance with the Support Services Addendum.
6. Third-Party Items. Strangeworks will make available to Customer the Third-Party Items expressly selected by Customer in an Order Form or online ordering document or process. Customer acknowledges that use of Third-Party Items is optional, may be subject to separate charges, and shall be governed solely by the terms and conditions applicable to such Third-Party Items, as agreed to between Customer and the third party. Strangeworks does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Items, including the privacy practices, data security processes, and other policies related to Third-Party Items. Strangeworks will have no liability for any damages resulting from Customer's use, or inability to use, any Third-Party Items or for Customer's use, or inability to use, the Software Services resulting from the use or failure of the Third-Party Items. Customer may enable integrations between the Software Services and Third-Party Items (each, an "Integration"). By enabling an Integration between the Software Services and its Third-Party Items, Customer is instructing Strangeworks to share the Customer Data necessary to facilitate the Integration. Customer is responsible for providing all instructions to any Third-Party Item provider relating to Customer Data.
FEES AND PAYMENT
1. Fees. Customer will pay Strangeworks all Fees described in an Order Form in accordance with the terms therein. Unless otherwise specified in any applicable Order Form: (a) Fees are quoted and solely payable in United States dollars; and (b) payment obligations are non-cancelable, non-pro-ratable for partial months, and Fees paid are non-refundable.
2. Payment and Billing. Unless otherwise specified in an Order Form, Strangeworks shall invoice Customer for Fees within thirty (30) days from the date of an invoice from Strangeworks. A late payment charge of 1.5% per month, or the maximum rate allowed by law (whichever is less), will be added to all overdue amounts.
3. Taxes. All Fees are exclusive of, and Customer is solely responsible for payment of, all applicable value-added, sales, use, right of use and other taxes and all applicable export and import fees, customs duties, and similar charges (other than taxes based on Strangeworks' net income) arising from the transactions hereunder.
4. Trial Services. If Customer is granted access to trial services, Strangeworks will make the applicable trial services available to Customer pursuant to this Agreement starting from the time that Customer registers and is approved for such trial services until the earlier of: (a) the end of the trial services period communicated to Customer in an Order Form; (b) the start date of any Order Form executed by Customer for Software Services in exchange for payment; or (c) termination by Strangeworks in its sole discretion. ANY CUSTOMER INFORMATION THAT CUSTOMER PROVIDES OR MAKES AVAILABLE TO STRANGEWORKS DURING THE PROVISION OF TRIAL SERVICES MAY BE PERMANENTLY DELETED, AT STRANGEWORKS'S DISCRETION, UNLESS CUSTOMER EXECUTES AN ORDER FORM FOR THE SAME SOFTWARE SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTS SUCH CUSTOMER INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD. NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES AND DISCLAIMERS" SECTION AND "INDEMNIFICATION" SECTION BELOW, TRIAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND STRANGEWORKS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE STRANGEWORKS'S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "LIMITATION OF LIABILITY" SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO STRANGEWORKS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER OBLIGATIONS; LICENSE TO CUSTOMER DATA
1. Generally. Customer agrees to perform all Customer obligations set out in this Agreement in a timely manner as reasonably requested by Strangeworks and to provide reasonable assistance and cooperation to Strangeworks in its performance under this Agreement. Strangeworks will not be deemed to be in breach of this Agreement or otherwise responsible or liable if Strangeworks is prevented or delayed in performing as a result of Customer's failure to timely perform its obligations or provide reasonable assistance. Customer agrees that its failure to timely perform its obligations or provide reasonable assistance may also result in a reasonable adjustment to Fees.
2. When Customer uploads, submits, stores, or sends Customer Data to Strangeworks in connection with the Software Services, Customer hereby grants Strangeworks a worldwide non-exclusive license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes Strangeworks makes so that Customer Data is better utilized), communicate, perform, display and distribute Customer Data solely for purposes of providing the Software Services to Customer. Strangeworks does not and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data provided to Strangeworks for completeness, integrity, quality, accuracy or otherwise.
3. Data Backup. Customer will take appropriate steps, including before installation, access to, and use of the Software Services and Third-Party Items, and at all times thereafter, to back up and protect Customer Data and other Customer IP, and to protect Customer's other data, information, programs, hardware, networks, devices, and systems from any damage. Customer is solely responsible for data losses, and reconstruction, replacement, repair, and re-creation of Customer Data, other Customer IP, data, information, programs, hardware, networks, devices, and systems.
4. Use of AI Features and AI Customer Output. Strangeworks has developed a beta version of AI Features, which are currently offered on an optional basis as part of Customer's existing subscription license to the Strangeworks Software Services. In the event Customer elects to utilize the AI Features (either a beta version or a future production version that Strangeworks releases) , then the following provisions shall apply. Customer is solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to Customer's use before using, distributing, or relying on the AI Customer Output, and (ii) Customer's decisions, actions, and omissions in reliance or based on the AI Customer Output. The AI Features or results generated by their use must only be used by professionals trained in the industry in which they are used. Cognitive tools like the AI Features are not substitutes for independent professional judgment and testing the safety, accuracy, completeness, and validity of results. Strangeworks is not liable for results or actions suggested by the AI Features, or the decisions made by Customer and its Authorized Users based on those results or suggestions. Customer and its Authorized Users, and not Strangeworks, are solely responsible for the accuracy and completeness of the data submitted, and for establishing independent test and verification guidelines to test the reliability and accuracy of output of the AI Features, including any AI Customer Outputs, data, projections, models, code, results and recommended actions. Strangeworks does not assert or guarantee that the AI Customer Output is unique or that Customer will be able to assert intellectual property rights in the AI Customer Output.
  
  CUSTOMER ACKNOWLEDGES THAT, GIVEN THE NATURE OF THE AI FEATURES AND THE UNDERLYING AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING OR BIASED, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES.
  
  Beta Phase. Customer acknowledges and agrees that: (a) the AI Feature is in a beta phase and not an official product and has not been commercially released for sale by Strangeworks; (b) the AI Feature may not operate properly, be in final form or fully functional; (c) the AI Feature may contain errors, design flaws or other problems; (d) it may not be possible to make the AI Feature fully functional; (e) use of the AI Feature may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Strangeworks is under no obligation to release a commercial version of the AI Feature; and (h) Strangeworks has the right unilaterally to abandon development of the AI Feature, at any time and without any obligation or liability to Customer. Customer acknowledges and agrees that it should not rely on the AI Feature for any reason. Customer is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the AI Features.
  
  Warranty. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE AI FEATURES ARE PROVIDED "AS-IS." STRANGEWORKS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.
TERM AND TERMINATION
1. Term. The term of this Agreement begins on the Effective Date and will remain in effect as long as Customer has an active subscription to the Software Services, SOW, or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the "Term"). The "Subscription Term" means the period during which Customer has agreed to subscribe to the Software Service. The Subscription Term will be defined in each individual Order Form.
2. Renewal. Unless a subscription to the Software Service is terminated in accordance with this Agreement or the applicable Order Form, or unless otherwise stated in the applicable Order Form, (a) Customer's subscription to the Software Service will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term; and (b) the Fees applicable to any subsequent Subscription Term shall be Strangeworks' Fees for the applicable Software Service plan at the time of such renewal. If the Order Form does not specify, the Subscription Term will be one year and will automatically renew for successive one-year periods unless Customer provides Strangeworks with notice of termination at least thirty (30) days prior to the end of the Term (a "Renewal Term").
3. Termination; Cancellation. The Agreement, including use of the Software Services and any Accounts, and any applicable Order Form, may be terminated (i) by either party on thirty (30) days prior written notice if (a) there are no operative Order Forms outstanding, or (b) the other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period; or (ii) by Strangeworks upon thirty (30) days prior written notice following receipt of a notice that Customer is delinquent in the payment of undisputed Fees.
4. Termination for Cause. If a Party materially breaches this Agreement ("Party A"), then the other Party ("Party B") may provide notice of such breach and if Party A has not cured the breach within thirty (30) days following the date of the notice, Party B has the right to terminate this Agreement with written notice to Party A. A Party may terminate this Agreement, without notice, and with immediate effect, if: (i) the other Party files a voluntary petition in bankruptcy; (ii) an involuntary petition in bankruptcy or petition alleging insolvency or inability to pay debts when due in the ordinary course of business is filed against the other Party and is not dismissed within thirty (30) days; (iii) a receiver is appointed for the assets of the other Party and is not dismissed within thirty (30) days; (iv) the other Party makes an assignment for the benefit of creditors, becomes insolvent, or is unable to pay its debts when due in the ordinary course of business; or (v) the other Party dissolves or ceases to do business. Termination of this Agreement is without prejudice to any other remedies that may be available to the terminating party.
5. Suspension. Strangeworks may suspend Customer's access to the Software Services if Customer: (i) materially breaches any obligations hereunder (including non-payment); or (ii) Strangeworks determines in good faith that such suspension is necessary to avoid possible harm to Strangeworks, other Strangeworks customers, or any third party's property, systems, or information. Strangeworks will notify Customer of the suspension and reason therefore as soon as commercially practicable.
6. Effect of Termination. Upon the expiration or termination of this Agreement: (i) Customer's right to access the Software Services will immediately end and Customer shall immediately cease use of the Software Services and of all Strangeworks IP; (ii) all SOWs will terminate concurrently, (iii) Customer will destroy all copies of Documentation in its possession or control, and (iv) Customer will pay all accrued Fees within thirty (30) days of the invoice or the date termination occurred, whichever is earlier. The provisions of Section 5.6 and of Sections 1 (Definitions), 6.1 (Strangeworks Intellectual Property and Reservation of Rights), 6.2 (Customer's Intellectual Property), 3 (Fees and Payment), and 7.4 (Disclaimer) through 10 (General) of this Agreement and all provisions which are intended by their nature to survive expiration or termination of this Agreement will survive the expiration or termination of this Agreement. Termination or expiration of this Agreement will not affect any already-accrued obligations or liabilities.
INTELLECTUAL PROPERTY RIGHTS
1. Strangeworks Intellectual Property and Reservation of Rights. Strangeworks and its licensors own and retain all rights, title, and interest, including all IP Rights, in and to the Software Services, Support Services, Professional Services and Documentation.
2. Customer's Intellectual Property. Customer IP is solely owned by the Customer. Customer and Strangeworks acknowledge that the accuracy of providing the Software Services, Support Services, and Professional Services depends upon the accuracy and completeness of Customer Data and business requirements needed to provide the Software Services, Support Services, and Professional Services. Customer accepts sole responsibility for errors in the Software Services, Support Services, or Professional Services to the extent resulting from inaccurate or incomplete Customer Data. Notwithstanding anything to the contrary herein, Strangeworks has the right to use de-identified Customer Data for quality assurance purposes to improve its products and services.
3. General Skills. Nothing in the Agreement is intended to prohibit or limit Strangeworks from using any "skills or knowledge of a general nature" acquired during the course of providing the Software Services. For purposes of the Agreement, "skills or knowledge of a general nature" includes, without limitation, information publicly known or that could reasonably have been acquired in similar work performed for another customer, but does not include Customer's Confidential Information.
WARRANTY AND LIABILITY
1. General Warranty. Each Party warrants that it is not subject to any agreement that would prevent it from complying with this Agreement. In its performance under this Agreement, Strangeworks warrants that it will comply with all applicable laws and regulations. Customer warrants that it will comply with all applicable laws and regulations in using the Software Services, Support Services, Professional Services, and providing the Customer IP.
2. Software Services Warranty. Strangeworks represents and warrants that the Software Services will perform in material conformance with its Documentation. Customer's exclusive remedy and Strangeworks' entire liability for non-compliance with the foregoing warranty is that Customer may report the alleged non-compliance to Strangeworks promptly upon discovery of the non-conformance, and if Strangeworks confirms the non-conformity, Strangeworks will (i) use commercially reasonable efforts to correct the nonconformity within a reasonable period of time following notification, or (ii) if the foregoing is not commercially feasible, to terminate this Agreement and refund a pro-rata portion of any unused, prepaid Fees.
3. Customer Warranty. Customer warrants that it will perform the Customer obligations set out in this Agreement. Customer warrants that it has the rights to use Customer Data (including third-party data included within the Customer Data) with and through the Software Services and to provide Strangeworks and its Representatives with Customer Data for use by Strangeworks and its Representatives to perform under this Agreement.
4. DISCLAIMER. THE SOFTWARE SERVICES ARE NOT INTENDED FOR, AND NEITHER CUSTOMER NOR ITS REPRESENTATIVES WILL USE IT FOR, ANY USE CASE WHERE FAILURE COULD RESULT IN ANY DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY SUCH USAGE. FOR CERTAINTY, CUSTOMER MAY USE THE SOFTWARE SERVICES FOR RESEARCH AND DEVELOPMENT PURPOSES, INCLUDING TO ASSIST IN THE DEVELOPMENT OF CUSTOMER TOOLS AND APPLICATIONS, BUT STRANGEWORKS WILL HAVE NO LIABILITY WHATSOEVER REGARDING ANY SUCH RESEARCH AND DEVELOPMENT OR CUSTOMER-DEVELOPED TOOLS AND APPLICATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STRANGEWORKS (AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, LICENSORS AND SUPPLIERS) PROVIDES THE SOFTWARE SERVICES AND DOCUMENTATION "AS IS" AND "AS AVAILABLE" AND MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING ANY OF THE FOREGOING, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. STRANGEWORKS DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE SERVICES, CUSTOMER IP, OR ANY PRODUCTS, OUTPUT, AI CUSTOMER OUTPUT OR RESULTS OF THE USE THEREOF WILL MEET THE REQUIREMENTS OF CUSTOMER OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDERS OF THIRD-PARTY ITEMS MAY PROVIDE THEIR OWN WARRANTIES. ALL THIRD-PARTY ITEMS ARE PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY, AND STRANGEWORKS UNDERTAKES NO COMMITMENT, RESPONSIBILITY, OBLIGATION, OR LIABILITY FOR ANY THIRD-PARTY ITEMS OR ANY CLAIMS BASED ON THIRD-PARTY ITEMS. WITHOUT LIMITATION, STRANGEWORKS WILL HAVE NO LIABILITY FOR THE OPERATION OR FAILURE OF ANY THIRD-PARTY ITEMS OR CUSTOMER'S OR ITS REPRESENTATIVES' USE OF OR RELIANCE ON SUCH THIRD-PARTY ITEMS. IT IS THE RESPONSIBILITY OF CUSTOMER TO ASCERTAIN THE SUITABILITY OF THE SOFTWARE SERVICES, CUSTOMER IP, AI CUSTOMER OUTPUT, THIRD-PARTY ITEMS, AND ANY RESULTS FROM THE USE OF ANY OF THE FOREGOING FOR ITS PURPOSES, AND ALL USE OF THE FOREGOING IS AT CUSTOMER'S SOLE RISK. UNDER NO CIRCUMSTANCES WILL STRANGEWORKS BE LIABLE FOR ANY LOSS OF DATA, INCLUDING WITHOUT LIMITATION THE COST OF RECONSTRUCTING DATA LOST DURING PERFORMANCE OF SOFTWARE SERVICES, NOR FOR CUSTOMER'S FAILURE TO BACK UP CUSTOMER DATA OR ANY OTHER CUSTOMER FILES, OR CONSEQUENCES OF SUCH FAILURE. If any disclaimers in this Section 7.4 are unenforceable under applicable law, Customer's warranty is limited to ninety (90) days from the date Strangeworks first granted Customer access to the Software Services.
5. LIABILITY. EXCEPT CONCERNING A PARTY'S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 9, OR CUSTOMER'S VIOLATION OF STRANGEWORK'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT, WILL A PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) FOR ANY CLAIMS, LIABILIITES, DAMAGES, LOSSES, COSTS, EXPENSES OR OTHER AMOUNTS IN EXCESS OF THE AGGREGATE OF FEES PAID BY CUSTOMER TO STRANGEWORKS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM.
CONFIDENTIALITY
1. Definition. "Confidential Information" means any non-public information provided by or on behalf of one Party ("Discloser") to the other Party or its Representatives ("Recipient") hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Without limiting the generality of the foregoing, all Customer Data is part of Customer's Confidential Information. Strangeworks' Confidential Information includes the Strangeworks IP. Confidential Information does not include information that: (i) is already known to Recipient without obligation of confidentiality prior to its disclosure by Discloser; (ii) is in or enters the public domain through no fault of the Recipient; (iii) is or was lawfully received by Recipient from a third-party without confidentiality obligations; or (iv) was independently developed by Recipient without access to or use of the Confidential Information, as established by written documentation.
2. Protection. Recipient will only use Confidential Information to perform its obligations or exercise its rights under this Agreement. Recipient will not disclose Confidential Information to any individuals or entities except to its affiliates' Representatives and professional advisors who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorized use or disclosure of the Confidential Information, including by any of its Representatives or professional advisors. The protections set forth herein will continue to apply to any Confidential Information disclosed during the Term for the greater of five (5) years, or so long as such Confidential Information is protected as a trade secret under applicable law. Recipient will be responsible and liable for compliance with this Section by its Representatives and professional advisors.
3. Compelled Disclosure. If Recipient is legally required to disclose any Confidential Information of Discloser, Recipient will, as legally permitted, provide Discloser with prompt written notice of such requirement so that Discloser has a reasonable opportunity to object to such disclosure and seek protective treatment. If such objection is unsuccessful, then Recipient may produce only such Confidential Information as is required by the court order or governmental action.
4. Return or Destruction. At Discloser's request upon termination of this Agreement, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its or its Representatives possession or control, except that Recipient may retain (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality under Section 8.2 and Section 8.3 will continue to apply to such retained copies.
5. Privacy. Other than in connection with the creation and management of Authorized User Accounts, the Software Services are not designed to process personal information, and Customer is responsible for ensuring no personal information is submitted to the Software Services. Any personal information provided by Customer, Authorized Users, or Customer's or its affiliates' Representatives to Strangeworks or its third-party providers in connection with Authorized User Account management will be collected, used, disclosed, and treated in accordance with the then-current Strangeworks Privacy Statement available at https://strangeworks.com/privacy. Customer is responsible for reviewing the Privacy Statement and making its Authorized Users aware of the Privacy Statement and the use of personal data thereunder. Although Strangeworks commits to notify Customer of material changes to the Privacy Statement as required by applicable data privacy laws, Customer is responsible for periodically checking the above link for changes and updates to the Privacy Statement. Customer will immediately notify Strangeworks upon Customer's discovery or awareness that any personal information has been submitted to or otherwise ingested by the Software Services, and Customer will ensure that no further personal information is submitted or made available to the Software Services.
6. Security. Each Party will maintain adequate security precautions, consistent with the then-current standards in the industry, including the use of a secure server, protective firewalls, and strong passwords/user IDs to avoid unauthorized access to or distribution by or through the internet or any other means of, in the case of Customer, the Strangeworks IP and, in the case of Strangeworks, Customer Data. Customer must configure its access to and use of the Services in accordance with (i) all security protocols, if any, required by Strangeworks and provided to Customer; and (ii) the highest security configurations made available by the hosting provider. Customer shall not sell or transfer passwords or access credentials to any other person or entity. Customer shall promptly notify Strangeworks about any unauthorized access to Customer's passwords or access credentials.
7. Usage Data. "Usage Data" means technical and usage data relating to the provision, use, and performance of the Software Services. Notwithstanding anything to the contrary in this Agreement, Strangeworks will have the right to collect and analyze Usage Data, and Strangeworks will be free (during and after the Term) to use Usage Data in a de-identified and aggregated form to develop, maintain, improve, operate, support, and enhance Strangeworks' products and services.
8. Feedback. To the extent Customer, Authorized Users, or its Representatives provide any suggestions, recommendations, or other feedback regarding the Software Services or possible improvements thereto (collectively, "Feedback"), ownership of the Feedback vests with Strangeworks, or if it does not so vest, then Customer hereby assigns on its behalf and on behalf of all Authorized Users and its Representatives, without the need for further action, any and all ownership and other rights, including all IP Rights in such Feedback to Strangeworks. Strangeworks may (but is not obligated) to use such Feedback in any manner it deems appropriate to improve its offerings without any right of attribution or compensation to Customer, any Authorized User, or Customer's Representatives.
INDEMNIFICATION
1. By Strangeworks. Strangeworks will defend Customer against any claim, action, suit, or proceeding brought by a third party (a "Claim") and indemnify and hold Customer harmless from losses, liabilities, damages, fees, costs, and expenses (including reasonably attorneys' fees) directly incurred by Customer as a result of the Claim (collectively, "Losses") to the extent the Claim alleges that Customer's permitted use of the Software Services infringes any valid IP Rights of such third party (a "Strangeworks IP Claim"). Strangeworks will have no indemnity obligation for a Strangeworks IP Claim arising or alleged to arise from: (i) the use of the Strangeworks IP in a manner other than for its intended purposes or contrary to the Documentation or this Agreement; (ii) modification of the Strangeworks IP not expressly permitted by this Agreement by a person or entity (including Customer or its Representatives) if such infringement would have been avoided in the absence of such modifications; (iii) combination, operation, inclusion, or use of any Strangeworks IP with or in any Third-Party Item, unless such actions and the applicable Third-Party Item is expressly permitted in the Documentation, if in Strangeworks' reasonable judgment the infringement or misappropriation would not have occurred but for such actions and the Third-Party Item; (iv) any Third-Party Items; (v) inclusion of Customer Data within the Strangeworks IP; or (vi) Strangeworks' conformance with Customer's specific requirements or instructions. If in Strangeworks' reasonable judgment a Strangeworks IP Claim, or threat of a Strangeworks IP Claim, materially interferes with Customer's use of the subject Strangeworks IP in accordance with this Agreement, Strangeworks will consult with Customer, and Strangeworks will have the option, in Strangeworks' sole discretion to (vii) substitute functionally equivalent non-infringing software, documentation or data; (viii) modify the Strangeworks IP to be non-infringing; (ix) obtain a license for Customer to use the allegedly infringing Strangeworks IP, or (x) if the foregoing (vii), (viii), or (ix) are not commercially feasible, terminate this Agreement and refund to Customer a pro-rata portion of the Fees prepaid for the subject Strangeworks IP for the period of time during which Customer was unable to use the Strangeworks IP as a result of the Strangeworks IP Claim. The provisions of this Section 9.1 set forth Strangeworks' entire liability, and Customer's sole and exclusive remedy, for any third-party claims of infringement or misappropriation.
2. By Customer. Customer will defend Strangeworks and its affiliates, and their Representatives (the "Strangeworks Indemnified Parties") against any Claim and indemnify and hold the Strangeworks Indemnified Parties harmless against Losses incurred by a Strangeworks Indemnified Party as a result of the Claim to the extent the Claim arises out of (i) Customer's use of the Software Services, Documentation, Support Services, or Professional Services; (ii) Customer IP; (iii) reliance on or use of any Customer Data by Customer or any of its Authorized Users or Representatives; (iv) Customer's or its Representative's non-compliance with confidentiality obligations under this Agreement; or (v) use of Third-Party Items by Customer or any of its Authorized Users, or Representatives in combination with Strangeworks IP unless such use is expressly permitted in the Documentation.
3. Indemnification Procedures. The defense and indemnification obligations under this Section 9 are conditioned on: (i) the indemnified Party promptly providing the indemnifying Party with written notice of the Claim; (ii) the indemnified Party tendering the indemnifying Party sole control of the defense and settlement of the claim; and (iii) the indemnified Party providing reasonable assistance and cooperation to the indemnifying Party to enable the indemnifying Party to defend or settle the Claim, at the indemnifying Party's expense, provided (1) the indemnified Party may, at its own cost, engage its own attorneys, (2) the indemnifying Party will reasonably consult with the indemnified Party during any settlement discussions, and (3) neither Party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other Party without such Party's prior written consent, which may not be unreasonably withheld or delayed. The conditions set forth in this Section 9.3 will not relieve the indemnifying Party from any liability under Section 9 unless and to the extent the failure of a condition results in the forfeiture by the indemnifying Party of substantial rights and defenses.

GENERAL
1. Export Compliance. Customer acknowledges that Strangeworks IP originates in the United States and may be subject to export control laws, rules, regulations, and restrictions, including the Export Administration Regulations of the U.S. Department of Commerce ("Export Controls"). Customer agrees not to export, re-export, or transfer in any manner or allow the export or re-export of the Strangeworks IP or any software or anything related thereto, or any direct product thereof, in violation of Export Controls. Each Party represents and warrants that it is not subject to the jurisdiction of any country that is subject to a comprehensive U.S. embargo, nor is it designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including, without limitation, the U.S. Commerce Department Bureau of Industry and Security ("BIS") Denied Persons List, Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls ("DDTC") Debarred Parties List. Customer represents and warrants that (i) it does not intend to ship, export, or transfer in any manner any Strangeworks IP directly or indirectly to Crimea, Cuba, Iran, North Korea, Sudan, and/or Syria, or any national thereof, or to any other country subject to restriction under applicable laws and regulations of the United States and other nations, and that Customer is not located in, under the control of, or a national of any such country; (ii) it will not use the Strangeworks IP, in any activity related to the development, production, use or maintenance of Weapons of Mass Destruction, including, without limitation, uses related to nuclear, missile and or chemical/biological development or production; and (iii) it will not provide to Strangeworks any items, and any parts or components thereof, software, or technical data that is controlled for export under either the EAR's Commerce Control List or ITAR's U.S. Munitions List without notifying Strangeworks of this fact and obtaining Strangeworks prior written consent to receive such controlled item, software or technical data.
2. Government End Users. The Software Services and Documentation are "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data" and provided to government users with the same rights and restrictions as are granted and applicable to all other end users pursuant to the terms and conditions herein. The terms "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data" are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
3. Notice. Notices will be considered properly received: (i) when delivered, if delivered in person; (ii) one (1) business day after dispatch, if dispatched by an overnight delivery service that provides signed acknowledgment of receipt; (iii) when receipt is electronically confirmed if transmitted by e-mail (legal@strangeworks.com) or (iv) three (3) business days after deposit in the U.S. Mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. Notices will be addressed to Customer at the address set forth on the Order Form and to Strangeworks at:
  Strangeworks, Inc.
  Attn: Legal Department
  2922 E. Cesar Chavez St., Austin, TX 78702.
  Either Party may update its address for notice by providing written notice to the other Party in accordance with this paragraph.
4. Governing Law; Mandatory Arbitration. This Agreement will be governed by the substantive and procedural laws of the State of Texas without regard to principles of its conflicts of laws. Any dispute arising out of this Agreement will be settled exclusively through binding arbitration administered by the American Arbitration Association in Travis County, Texas, in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation or infringement of IP Rights or breach of confidentiality.
5. Publicity. Strangeworks may include Customer's name in a list of client names presented in the same format (block type or logo) of the other companies identified in such a list, but no description or endorsement of Strangeworks' products or services may be used. Strangeworks may propose other uses of Customer's name and logo, which shall only be permitted with Customer's prior written consent. Neither Party shall issue a press release or other public statement regarding the relationship of the Parties, the existence of this Agreement, or the solutions and services provided under this Agreement without the prior written consent of the other Party.
6. Relationship. The Parties are independent contractors, and nothing herein will be construed to create the relationship of employer and employee, principal and agent, partnership, or joint venture. Neither Party shall have any authority to bind the other Party to any obligation by contract or otherwise.
7. Force Majeure. Except for payment obligations, neither Party will be liable for any delays or failures to perform to the extent due to a cause beyond such Party's reasonable control, which may include natural disasters or acts of God, strikes or work stoppages, acts of war or terrorism, telecommunications disruptions, pandemics or epidemics, quarantines, or other government orders.
8. Assignment. Neither this Agreement nor any rights or responsibilities hereunder may be assigned, delegated, or otherwise transferred by Customer, whether voluntarily or by operation of law, without the prior written consent of Strangeworks, which will not be unreasonably withheld. Strangeworks may assign and transfer this Agreement without consent, in whole or in part, to a successor to the successor entity in a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of its voting securities and/or assets. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
9. No Third Party Beneficiaries. There are no third-party beneficiaries of this Agreement and, in particular, without limiting the generality of the foregoing, no Authorized Users or Customer's or its Affiliates' Representatives will have any legal rights or entitlements of any kind hereunder under any circumstances.
10. Severability. Should any provision of this Agreement be held to be void, invalid, or inoperative, the invalid provision will be ineffective only to the extent of such invalidity so that the remaining provisions of this Agreement will not be affected and will be valid and enforceable to the fullest extent permitted by applicable law.
11. Entire Agreement; Amendments; Waivers. This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any prior agreements, oral or written, between the Parties regarding the subject matter. No amendments, modifications, or changes will be effective unless they are in writing and signed by authorized representatives of the Parties. No waiver of a breach of any provision of this Agreement by either Party will constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by a duly authorized representative of the waiving Party.
12. Construction; Interpretation. Titles and headings to sections in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. The terms "herein," "hereof," "hereunder," and similar expressions refer to this Agreement and not to any particular section or other portion hereof. Any use of the term "including" in this Agreement shall be construed as if followed by the phrase "without limitation. "As used herein, all references to the plural number will include the singular number and vice versa. Unless the context requires otherwise, "will," "shall," "will not," and "shall not" are expressions of command, not merely expressions of future intent or expectation. All references to "days" will mean calendar days unless stated otherwise.
13. Execution. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original, and such counterparts together will constitute one and the same agreement.

Exhibit A

Support Services Addendum

TECHNICAL SUPPORT SERVICES

Technical Support Hours

Monday through Friday during the hours of 09:00am through 05:00pm Central Standard Time (excluding U.S. Federal holidays).

Available Methods to Request Support

Website: www.strangeworks.com
Email: support@strangeworks.com

Strangeworks will provide Customer with standard technical support, as described in Section 1 above ("Technical Support"), subject to Customer's ongoing compliance with all obligations under this Agreement. Strangeworks will have the right to modify its Technical Support offerings at any time.
SCIENTIFIC SUPPORT SERVICES

Scientific Support Description

Strangeworks quantum subject matter experts may provide customer with scientific support in the use of Strangeworks supported tools and frameworks including SDK, use of appropriate libraries, and advise on implementation of quantum algorithms and deployment on quantum backends throughout the course of the engagement. The amount of hours per week/month will be defined in the Strangeworks order form.

Available Methods to Request Support

Website: www.strangeworks.com
Email: support@strangeworks.com

Strangeworks will provide Customer with scientific support, as described in Section 2 above ("Scientific Support"), subject to Customer's ongoing compliance with all obligations under this Agreement. Strangeworks will have the right to modify its Scientific Support offerings at any time.
SUPPORT TERMS
1. Assistance. Customer acknowledges that timely access to applicable Customer materials, resources, personnel, equipment or facilities is necessary for the provision of Scientific Support. Customer agrees to provide such access and to reasonably cooperate with Strangeworks during a Scientific Support project. Strangworks will have no liability for any delay or deficiency to the extent resulting from Customer's breach of its obligations under this Section 3.
2. Customer Materials. Customer hereby grants Strangeworks a limited right to use any Customer Data for the purpose of providing Scientific Support to Customer. Customer Data comprising Confidential Information will be subject to Section 8 (Confidentiality).
3. Additional Features; Updates and Upgrades. Customer agrees that Technical and Scientific Support does not include the development or provision of any new enhancements, features, or modules related to the Software Services outside of any work defined in an SOW or Professional Services Agreement. Provided Customer is in compliance with this Agreement, during the Subscription Term, Strangeworks will make available to Customer updates or upgrades to the Software Services that it makes generally available to all its other customers at no charge. From time to time, Strangeworks may offer new features to its Customers for an additional fee.
4. Exclusions. Strangeworks' Technical and Scientific Support and service level obligations set forth herein will not apply with regard to any problems caused by: (i) hardware or software not provided by Strangeworks; (ii) modification of Customer's implementation other than by Strangeworks; or (iii) Customer's misuse of the Software Services, including improper formatting of data or non-compliance with the Documentation (collectively, the "Exclusions").
SERVICE LEVELS
1. Target Availability. Strangeworks will use commercially reasonable efforts to make the Software Services available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, Strangeworks reserves the right to suspend Customer's access to the Software Services: (i) for scheduled or emergency maintenance, (ii) for scheduled or emergency disruption due to beta testing or experimental features of the Software Services, and (iii) outages caused by Exclusions.
2. Response Times. All problems reported to Strangeworks' technical support team will receive a response within three (3) business days. Certain problems may be easier to address than others, and Strangeworks may not be able to completely resolve Customer's problem with an initial response. If Strangeworks cannot resolve Customer's problem, Strangeworks will make a good faith effort to give an assessment of the issue and an estimated time for resolution. Customer acknowledges that the time needed to remedy a reported error may vary according to the nature and seriousness of such error, and that no guarantee is made by Strangeworks as to the time within which remedies will be completed.