Software Services Agreement

This Strangeworks Software Services Agreement ("Agreement") becomes effective on the date both parties execute an Order Form. It governs access to Strangeworks' Software Services, Support Services, Professional Services, and Third-Party Items.

1. Definitions

2. Use of the Software Services

2.1 Access to Software Services

Strangeworks grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable right to access and use the Software Services during the Subscription Term for internal business purposes per Order Form metrics. Strangeworks reserves the right to modify or remove functionality at its discretion without notice.

2.2 Restrictions

Customer shall not:

• 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
• Decompile, reverse engineer, or discover source code, underlying AI Technology, models, or algorithms
• Create Derivative Works or develop software based on the Software Services
• Provide facility management or service bureau services using the Strangeworks IP
• Upload viruses, malware, or harmful code
• Bypass security measures or gain unauthorized access
• Conduct benchmarking or competitive analysis
• Alter or remove confidential, proprietary, or patent notices
• Publish or distribute Credentials to unauthorized parties
• Violate applicable laws regarding export control, privacy, data security, intellectual property, or consumer protection
• Otherwise copy or use Strangeworks IP except as expressly allowed

2.3 Accounts; Credentials

Strangeworks enables access through the designated number of Authorized User Accounts specified in the Order Form. Customer is solely responsible for ensuring that all Credentials remain secure and confidential. Customer must notify Strangeworks promptly of suspected unauthorized access. Authorized Users may not permit others to access Strangeworks IP without express written permission.

2.4 Professional Services

Strangeworks may provide Professional Services subject to mutually executed SOW or written Professional Services Agreement.

2.5 Support Services

Strangeworks provides Support Services as specified in the Order Form per the Support Services Addendum.

2.6 Third-Party Items

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. Strangeworks disclaims liability for Third-Party Items. Customer may enable integrations by instructing Strangeworks to share necessary Customer Data. Customer is responsible for providing instructions to Third-Party Item providers.

3. Fees and Payment

3.1 Fees

Customer pays all Fees as described in an Order Form. Unless otherwise specified:

• Fees are quoted in United States dollars only
• Payment obligations are non-cancelable, non-pro-ratable for partial months, and Fees paid are non-refundable

3.2 Payment and Billing

Unless otherwise specified, Strangeworks invoices Customer within thirty days. 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.

3.3 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 export/import fees, except taxes on Strangeworks' net income.

3.4 Trial Services

Trial services are provided from registration/approval until the earliest of: (a) trial period end date in Order Form; (b) paid Order Form start date; or (c) Strangeworks termination.

4. Customer Obligations; License to Customer Data

4.1 Generally

Customer performs all obligations timely as reasonably requested and provides reasonable cooperation. Strangeworks is not liable if prevented from performing due to Customer's failure. Customer's failure to perform may result in reasonable Fee adjustments.

4.2 License to Customer Data

When Customer uploads or submits Customer Data, Customer hereby grants Strangeworks a worldwide non-exclusive license to use, host, store, reproduce, modify, create derivative works solely for providing Software Services. Strangeworks has no obligation to verify, authenticate, monitor, or edit Customer Data.

4.3 Data Backup

Customer will take appropriate steps to back up and protect Customer Data and other Customer IP. Customer is solely responsible for data losses, and reconstruction, replacement, repair, and re-creation of Customer Data and systems.

4.4 Use of AI Features and AI Customer Output

AI Features are currently optional beta offerings. If Customer uses AI Features:

• Customer is solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness and (ii) decisions based on such output
• The AI Features or results generated by their use must only be used by professionals trained in the industry
• Cognitive tools like the AI Features are not substitutes for independent professional judgment
• Strangeworks is not liable for results or actions suggested by AI Features
• Customer establishes independent verification guidelines and is responsible for accuracy and completeness

5. Term and Termination

5.1 Term

The Agreement begins on the Effective Date and continues as long as Customer has an active subscription to the Software Services or until terminated. The "Subscription Term" is the period Customer agreed to subscribe, defined in each Order Form.

5.2 Renewal

Unless terminated per Agreement or Order Form, Customer's subscription renews for a Subscription Term equivalent in length to the then-expiring Subscription Term. Renewal Fees are Strangeworks' Fees for the applicable Software Service plan at the time of such renewal. If unspecified, the Subscription Term is one year, automatically renewing unless Customer provides notice of termination at least thirty (30) days prior to the end of the Term.

5.3 Termination; Cancellation

Either party may terminate: (i) on thirty days' written notice if no operative Order Forms exist or the other party materially breaches and fails to cure within thirty days; or (ii) Strangeworks may terminate on thirty days' notice if Customer is delinquent in undisputed Fees.

5.4 Termination for Cause

If a Party materially breaches ("Party A"), the other Party ("Party B") may provide notice. If uncured within thirty days, Party B may terminate in writing. Either party may terminate without notice and with immediate effect if: (i) the other party files voluntary bankruptcy; (ii) involuntary bankruptcy/insolvency petition filed and not dismissed within thirty days; (iii) receiver appointed and not dismissed within thirty days; (iv) the other party becomes insolvent or unable to pay debts; or (v) the other party dissolves or ceases business.

5.5 Suspension

Strangeworks may suspend access 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. Strangeworks notifies Customer as soon as commercially practicable.

5.6 Effect of Termination

Upon expiration/termination:

• Customer's right to access the Software Services will immediately end and Customer shall immediately cease use
• All SOWs terminate
• Customer destroys all Documentation copies
• Customer pays all accrued Fees within thirty days

Surviving provisions include Sections 1, 6.1, 6.2, 3, and 7.4 through 10. Already-accrued obligations/liabilities survive termination.

6. Intellectual Property Rights

6.1 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.

6.2 Customer's Intellectual Property

Customer IP is solely owned by the Customer. Accuracy of provided services depends on the accuracy and completeness of Customer Data and business requirements. Customer accepts sole responsibility for errors resulting from inaccurate/incomplete Customer Data. Strangeworks may use de-identified Customer Data for quality assurance to improve products/services.

6.3 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. This includes publicly known information or information reasonably acquired in similar work performed for another customer, but excludes Customer's Confidential Information.

7. Warranty and Liability

7.1 General Warranty

Each Party warrants it is not subject to agreements preventing Agreement compliance. Strangeworks warrants compliance with applicable laws. Customer warrants compliance with applicable laws in using services and providing Customer IP.

7.2 Software Services Warranty

Strangeworks represents and warrants that the Software Services will perform in material conformance with its Documentation. Customer's exclusive remedy is reporting alleged non-compliance. If confirmed, Strangeworks will: (i) use commercially reasonable efforts to correct within reasonable time; or (ii) if not feasible, terminate and refund pro-rata unused prepaid Fees.

7.3 Customer Warranty

Customer warrants performance of Customer obligations and has rights to use Customer Data with the Software Services and provide it to Strangeworks for performance under the Agreement.

7.4 Disclaimer

If disclaimers are unenforceable, warranty is limited to ninety days from first access.

7.5 Liability

8. Confidentiality

8.1 Definition

"Confidential Information" means non-public information identified as confidential or reasonably understood to be confidential. All Customer Data is Customer's Confidential Information; Strangeworks IP is Strangeworks' Confidential Information. Excludes information: (i) already known without confidentiality obligation; (ii) public domain; (iii) lawfully received from third parties without confidentiality obligations; or (iv) independently developed with written documentation.

8.2 Protection

Recipient uses Confidential Information only to perform obligations/exercise rights. Recipient does not disclose except to affiliates' Representatives and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Recipient maintains confidentiality using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and is liable for unauthorized use/disclosure, including by Representatives.

Protections continue for the greater of five (5) years, or so long as such Confidential Information is protected as a trade secret under applicable law.

8.3 Compelled Disclosure

If Recipient is legally required to disclose, it provides prompt written notice of such requirement so Discloser may object and seek protective treatment. If objection fails, Recipient may produce only required Confidential Information.

8.4 Return or Destruction

Upon Discloser's request after termination, Recipient returns or destroys all Confidential Information except: (i) copies legally required to be retained; and (ii) backup/archive media copies. Confidentiality obligations continue for retained copies.

8.5 Privacy

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. Personal information for Authorized User Account management is treated per the Strangeworks Privacy Statement at strangeworks.com/privacy.

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 ensures no further personal information is submitted.

8.6 Security

Each Party maintains 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 against unauthorized access/distribution. Customer configures access per Strangeworks security protocols and highest security configurations made available by the hosting provider.

8.7 Usage Data

"Usage Data" means technical and usage data about Software Services provision/performance. Strangeworks will have the right to collect and analyze Usage Data and use it in a de-identified and aggregated form to develop, maintain, improve, operate, support, and enhance Strangeworks' products and services.

8.8 Feedback

"Feedback" is suggestions/recommendations about the Software Services. Ownership vests with Strangeworks; if not, Customer hereby assigns any and all ownership and other rights, including all IP Rights in such Feedback to Strangeworks. Strangeworks may use Feedback in any manner it deems appropriate to improve its offerings without any right of attribution or compensation.

9. Indemnification

9.1 By Strangeworks

Strangeworks defends Customer against third-party Claims and indemnifies against Losses to the extent the Claim alleges Customer's permitted Software Services use infringes valid third-party IP Rights ("Strangeworks IP Claim").

Strangeworks has no indemnity obligation for Claims arising from: (i) Software Services use contrary to intended purposes or Documentation; (ii) modifications not expressly permitted if infringement would be avoided without them; (iii) combination/use with Third-Party Items unless expressly permitted and infringement wouldn't occur without them; (iv) Third-Party Items; (v) Customer Data inclusion; or (vi) Strangeworks conforming to Customer's requirements.

Section 9.1 sets forth Strangeworks' entire liability, and Customer's sole and exclusive remedy, for any third-party claims of infringement or misappropriation.

9.2 By Customer

Customer defends Strangeworks and its affiliates, and their Representatives ("Strangeworks Indemnified Parties") against Claims and indemnifies against Losses to the extent the Claim arises from: (i) Customer's Software Services use; (ii) Customer IP; (iii) reliance on/use of Customer Data by Customer, Authorized Users, or Representatives; (iv) Customer's/Representative's confidentiality non-compliance; or (v) Third-Party Items use by Customer/Authorized Users/Representatives combined with Strangeworks IP unless expressly permitted.

9.3 Indemnification Procedures

Indemnification obligations require: (i) indemnified Party's prompt written Claim notice; (ii) indemnifying Party's sole control of defense/settlement; and (iii) indemnified Party's reasonable cooperation, with costs borne by indemnifying Party (provided indemnified Party may engage counsel at its cost; indemnifying Party reasonably consults during settlement; neither may settle without the other's prior written consent).

10. General

10.1 Export Compliance

Strangeworks IP originates in the United States and may be subject to Export Controls. Customer agrees not to export/re-export in violation. Each Party warrants it is not subject to U.S. embargoes, not designated on U.S. restricted parties lists (BIS Denied/Entity/Unverified Lists, OFAC Specially Designated Nationals List, DDTC Debarred Parties List).

10.2 Government End Users

Software Services and Documentation are "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data" provided to government users with same rights as all other end users per Agreement terms.

10.3 Notice

Notices are properly received: (i) when delivered in person; (ii) one business day after overnight delivery service dispatch with signed acknowledgment; (iii) when email receipt confirmed (legal@strangeworks.com); or (iv) three business days after U.S. Mail certified/registered first class mail, postage prepaid, return receipt requested.

10.4 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. Disputes are settled exclusively through binding arbitration administered by the American Arbitration Association in Travis County, Texas, in accordance with its Commercial Arbitration Rules.

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.

10.5 Publicity

Strangeworks may include Customer's name in client name lists in same format as other companies, with no description or endorsement. 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 without prior written consent.

10.6 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.

10.7 Force Majeure

Except payment obligations, neither Party is liable for delays/failures-to-perform due to causes beyond reasonable control, including 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.

10.8 Assignment

Neither this Agreement nor any rights or responsibilities hereunder may be assigned, delegated, or otherwise transferred by Customer without the prior written consent of Strangeworks, which will not be unreasonably withheld. Strangeworks may assign without consent to a successor entity in a reorganization, merger, consolidation, acquisition, or other restructuring involving substantially all voting securities/assets.

10.9 No Third Party Beneficiaries

There are no third-party beneficiaries of this Agreement and, in particular, no Authorized Users or Customer's or its Affiliates' Representatives will have any legal rights or entitlements of any kind hereunder under any circumstances.

10.10 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.

10.11 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. 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 will constitute a waiver of any subsequent breach.

Exhibit A: Support Services Addendum

1. Technical Support Services

Technical Support Hours: Monday-Friday, 9:00 AM-5:00 PM Central Standard Time (excluding U.S. Federal holidays).

Available Methods to Request Support:
Website: www.strangeworks.com
Email: support@strangeworks.com

2. Scientific Support Services

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. Hours per week/month are defined in the Order Form.

3. Support Terms

3.1 Assistance: Customer acknowledges that timely access to applicable Customer materials, resources, personnel, equipment or facilities is necessary for the provision of Scientific Support. Strangeworks has no liability for any delay or deficiency to the extent resulting from Customer's breach of its obligations.

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.

3.3 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.

3.4 Exclusions: Strangeworks' Technical and Scientific Support and service level obligations 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.

4. Service Levels

4.1 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. Strangeworks reserves the right to suspend access: (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.

4.2 Response Times: All problems reported to Strangeworks' technical support team will receive a response within three (3) business days. Problems may vary in addressability; Strangeworks may not be able to completely resolve Customer's problem with an initial response. If unresolved, Strangeworks will make a good faith effort to give an assessment of the issue and an estimated time for resolution.

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