Master SaaS and Service Agreement This Master SaaS and Service Agreement (this “Agreement”) is entered into by and between Intelligent NLU GmbH (“Company” or “DeepOpinion”), Bozner Platz 1, 6020 Innsbruck, Austria, COMPANY NAME, Street Number, City, ZIP, Country (“Customer”). The Company and the Customer are jointly referred to as “Parties” and individually as “Party.” WHEREAS, Customer desires to obtain access to the Services with respect to certain of its information technology needs; and DeepOpinion wishes to provide the Services to Customer, each on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Services 1.1 Purpose This Agreement sets forth the terms and conditions under which DeepOpinion agrees to provide (i) certain hosted “software as a service” (“Subscription Services”) for Intelligent Automation of Business Processes (“Intelligent Automation Platform” or “Platform” or “Software”) to Authorized Users, as further set forth on each order form (“Order Form”), (ii) provide for the maintenance and support as further set forth on each order form, and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (“Professional Services” together with Subscription Services, the “Services”) related to Customer’s access to, and use of such Subscription Services as further set forth on each statement of work (“Statement of Work”) issued hereunder (Order Forms and Statements of Work are sometimes referred to jointly as a “Statement of Work”). 1.2 The Services; Access and Use License Subject to the terms and conditions of this Agreement, during the Term, DeepOpinion shall use commercially reasonable efforts to provide (i) Customer and Authorized Users access to its Intelligent Automation Platform, and (ii) Customer the Professional Services. Subject to the terms and conditions of this Agreement, during the Term, DeepOpinion hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use the Intelligent Automation Platform, solely for internal business purposes as set forth herein. 1.3 Subscription Services Each Order Form shall specify and further describe the Subscription Services to be provided pursuant to the representations and warranties contained herein, and shall specify the scope of the Intelligent Automation Platform, included usage, user limitations, fees, subscription terms, and other applicable terms and conditions, insofar as they differ from the Terms & Conditions described herein. 1.4 Professional Services Each applicable Statement of Work shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions. 1.5 Changes to Platform DeepOpinion may, in its sole discretion, make any changes to the Intelligent Automation Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of DeepOpinion’s products or services to its customers, (b) the competitive strength of, or market for, DeepOpinion’s products or services, (c) the Intelligent Automation Platform’s cost efficiency or performance, or (ii) to comply with applicable law. 2. Platform Access and Authorized User 2.1 Administrative Users During the configuration and set-up process for the Intelligent Automation Platform, Customer will identify an administrative user and password for Customer’s DeepOpinion account. DeepOpinion reserves the right to refuse registration of, or cancel users and passwords it deems inappropriate. 2.2 Authorized Users Customer may allow such number of Customer’s employees and/or independent contractors as is indicated on an Order Form to use the Intelligent Automation Platform on behalf of Customer as “Customer Users.” Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the Intelligent Automation Platform. 2.3 Authorized User Conditions to Use As a condition to access and use of the Intelligent Automation Platform, each Customer Users shall agree to abide by the terms of this Agreement, or a subset hereof. Customer shall immediately notify DeepOpinion of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User. 2.4 Account Responsibility Customer will be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its DeepOpinion account, passwords (including but not limited to administrative and user passwords) and files. DeepOpinion is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords. 3. Additional Restrictions and Responsibilities 3.1 Software Restrictions Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Intelligent Automation Platform or any software, documentation or data related to the Intelligent Automation Platform (“Software”); (ii) modify, translate, or create derivative works based on the Intelligent Automation Platform or any Software; (iii) use the Intelligent Automation Platform or any Software for service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or the Intelligent Automation Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user-visible aspects of the Services, are the Confidential Information of DeepOpinion, and Customer will comply with Section 5 with respect thereto. 3.2 Customer Compliance Customer shall use, and will ensure that all Authorized Users use, the Intelligent Automation Platform, Software, and the Services in full compliance with this Agreement and all applicable laws and regulations. Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to a Platform provided by DeepOpinion, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. DeepOpinion may suspend Customer’s account and access to the Intelligent Automation Platform and performance of the Services at any time and without notice if DeepOpinion believes that Customer is in violation of this Agreement. Although DeepOpinion has no obligation to monitor Customer’s use of a Platform, DeepOpinion may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing. 3.3 Cooperation Customer shall provide all cooperation and assistance as DeepOpinion may reasonably request to enable DeepOpinion to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Periscope with such access to Customer’s premises and its information technology infrastructure as is necessary for DeepOpinion to perform the Services in accordance with this Agreement. 3.4 Training and Education Customer shall use commercially reasonable efforts to cause Customer Users to be, at all times, educated and trained in the proper use and operation each Platform such Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by DeepOpinion from time to time. 3.5 Customer Systems Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, web servers and the like. 4. Data and Data Usage Customer takes full responsibility for all data uploaded or otherwise made available through DeepOpinion's software by Customer itself or authorized third parties, as well as for all damages or liabilities arising from or resulting from such data, whether or not Customer was the original creator or owner of such data. Data is collectively referred to as all Content, whether such Content is text, graphics, documents, audio or video files, computer software or other types of Content. By posting or uploading Data through the Software, Customer represent and warrant that (I) the data does not infringe or misappropriate the intellectual property rights of third parties; (II) the customer has all the necessary rights to use the data in such manner; (III) DeepOpinion's use of the Data for the purpose of providing the Services (including, without limitation, processing or training AI models) does not violate any applicable laws or regulations; (IV) the data does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive codes; (V) the data is not spam, is not randomly generated, and does not contain unethical or undesirable content intended to cause unnecessary cloud storage costs or for other unlawful acts (e.g., phishing) or or for misleading recipients as to the source of the material (such as spoofing); (VI) it has, in the case of data containing computer code, accurately categorized and/or described the nature, essence, uses and effects of the materials, whether requested to do so by the Services or otherwise. By submitting or uploading Data to the Software, Customer grants DeepOpinion a worldwide, royalty-free and non-exclusive license (i) to use, reproduce, modify, adapt and publish such Content for the purpose of providing the Services to Customer; and (ii) to train custom AI models using such Data. If Customer deletes Data, DeepOpinion will use reasonable efforts to remove it from the Software. However, Customer acknowledges that cached copies or other references to the Content may remain available. DeepOpinion shall have the right to aggregate and analyze all data and other information related to providing and/or the use of the Software or Professional Services for statistical purposes. In addition, DeepOpinion shall have the right, subject to the foregoing clauses, to use all data and information (during and after the term of this Agreement)(I) to improve and enhance the Software and for other development and diagnostic purposes in connection with the Software and the DeepOpinion Offerings, and (II) to disclose it solely in aggregate or other non-identifiable form in connection with its business. 5. Confidentiality The following confidentiality agreement of Intelligent NLU GmbH shall apply to all Agreements, Order Forms, and Statements of Work with Customer. The parties undertake to treat as confidential all information made available in the course of the execution of a contractual relationship. The parties undertake to instruct their personnel accordingly and to oblige them to comply with the agreement The parties undertake not to disclose information to be kept secret to third parties. Third parties shall not include companies/affiliated companies/subsidiaries affiliated with the Customer within the meaning of the respective applicable provisions of company law, provided that they have been obligated to maintain corresponding confidentiality. Excluded from this is information that is publicly known without the Recipient's intervention or has become publicly known after the conclusion of this Agreement; was already known to the Recipient prior to the establishment of the business relationship without this information being subject to any other confidentiality obligation; has been made known to the Recipient by a third party without a breach of a confidentiality obligation; or has been independently developed by the Recipient without the use of Confidential Information. The Customer is obliged to treat all knowledge of DeepOpinion's data security measures obtained within the framework of the contractual relationship as confidential. This obligation shall remain in force even after termination of this contract. The customer shall treat as strictly confidential all information made available to him in the course of the performance of this contractual relationship that goes beyond the purely external appearance of the software and the mere listing of the scope of functions. This applies in particular to information on methods and procedures used by DeepOpinion as well as information relating to the Software. Furthermore, the Customer is obliged to ensure confidentiality towards third parties also by its employees, in particular to prevent unauthorized access of third parties to the software as well as information related thereto by taking appropriate precautions. The parties undertake to notify each other immediately upon becoming aware of any breach of the agreed confidentiality obligations and to provide all reasonable assistance in connection with any proceedings in this regard. At the end of the contractual relationship, the parties shall, without being requested to do so, return all confidential information provided or destroy/delete it in accordance with data protection requirements and shall issue a written certificate to this effect upon request. If, in the course of a proceeding, a court or an authority requires one party, the Affected Party, to disclose Confidential Information, the Affected Party shall promptly notify the other party thereof in order to give the other party the opportunity to seek appropriate remedies or take other protective measures. Upon request, the affected party shall assist the other party in taking such measures. If such measures are waived or are unsuccessful, the affected party may disclose confidential information without violating this Agreement. Such disclosure shall be made only to the extent required by law and the Affected Party shall use its best efforts to maintain the confidentiality of the information to be disclosed. The obligation of confidentiality shall also apply beyond the duration of the contract until twelve months after the effective termination date of the contract. 6. Ownership and Preservation of Rights The Customer owns all right, title and interest in and to the Customer Data as outlined in Section 4, as well as any data or prediction that is based on or derived from the Customer Data and provided to the Customer as part of the Software. DeepOpinion owns all right, title and interest in and to (I) the Software (including, but not restricted to any AI model created with the help of the Software), all improvements, enhancements or modifications hereto, (II) any software, applications, inventions or other technology developed in connection with the Software and/or Professional Services, and (III) all Intellectual Property Rights related to any of the foregoing (including but not limited to proprietary frameworks for automated deep learning). All rights to the source code of the software including the right to modify it, remain solely and exclusively with DeepOpinion. The Customer acknowledges that any suggestions, comments, or other feedback that is provided to DeepOpinion with respect to the Software, or any other product or service (collectively, “Feedback”) will be owned by DeepOpinion, including all Intellectual Property Rights therein, and will be and become DeepOpinion’s Confidential Information. The Customer acknowledges and agrees that DeepOpinion will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as DeepOpinion sees fit, without obligation or restriction of any kind. 7. Contract Terms The "Effective Date" of these Terms is the date you sign this Agreement or the date you first use the Software if such date is prior to signing this Agreement. In case of usage expansion, the “Effective Date” is the date you first use the Software or the date you sign additional Order Forms or Statements of Work if such date is prior first additional usage. These Terms form a binding agreement between you and DeepOpinion. Violation of any of the Terms below will result in the termination of your account(s). The contract shall be automatically renewed for the originally agreed term, but at least for the standard term of two years, unless otherwise agreed, and unless one party gives written notice of termination to the other party at least three months before the end of the then current contract term. The Company shall have the right, in its sole discretion, to use and/or access the Software, and to suspend it without liability, under the following circumstances: (i) for planned or urgent maintenance of the Software or any part thereof; (ii) if DeepOpinion believes that Customer is using the Software in violation of these Terms or applicable law; (iii) if DeepOpinion believes that Customer's use of the Software poses a security risk to DeepOpinion or a third party; (iv) if required by any law enforcement or governmental authority or otherwise to comply with any applicable law or regulation; or (v) if Customer fails to meet its payment obligations. DeepOpinion also reserves the right to temporarily or permanently terminate access to the Software without liability if DeepOpinion determines, in its sole discretion, that Customer is misusing the Software or using it outside of its agreed-upon use as defined in the statement of work. The contract may be terminated by either party without notice for good cause. Good cause shall be deemed to exist in particular if the Company is no longer able to continue to offer the Software due to force majeure, if the Company repeatedly exceeds the contractually guaranteed response time or the time required to remedy the defect, if the economic circumstances of the respective other party deteriorate significantly, in particular if insolvency proceedings are opened against the assets of the other party or such proceedings are dismissed for lack of assets. Termination without notice is also possible if the continuation of the contract is unreasonable for the terminating party under the circumstances of the individual case and after weighing the interests of both parties. Any change to the contract as well as a termination must be made in text form in order to be effective. 8. Fees and Payment Terms The remuneration for the Software-as-a-Service license and the maintenance of the software (“SaaS Fee”) is defined in the Order Form or Statement of Work. The full SaaS Fee is payable annually in advance and is non-refundable or creditable. The customer will receive a new invoice by e-mail for electronic transfer at the beginning of the respective performance year. The payment deadline for the bank transfer is two weeks from the invoice date, unless otherwise stated on the Order Form or Statement of Work. If Customer exceeds the credits agreed upon in the Order Form or Statement of Work for the use of the Software, the credits used in excess thereof will be billed by the Company in accordance with this Agreement. The customer can track the status of account credits independently and at any time in the software. Late payments will accrue interest at the rate of 2% per month or the maximum rate allowed by law, whichever is less, from the date the amount is due until the amount is paid in full. If you are late with payment, the Company reserves the right to terminate your access to the Services, discontinue our service, terminate your account(s) or, if applicable, downgrade you to an alternative plan, and/or pursue any other rights or remedies available to us at law or in equity, be responsible for reimbursing us for any costs we incur in attempting to collect such late payments. The statutory value added tax is not included in the prices; it will be shown separately on the invoice in the statutory amount, if applicable. The Company reserves the right to increase the agreed SaaS fee by up to seven percent upon renewal of the contract, provided that such increase is announced at least three months prior to the end of the then-current contract term. If the customer does not agree to the adjustment, he may terminate this contract with two month’s notice to the day on which the new charge comes into force. 9. Warranty and Disclaimer DeepOpinion shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner which minimizes errors and interruptions in the Software. The Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by DeepOpinion or by third-party providers, or because of other causes beyond DeepOpinion’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, DeepOpinion does not warrant that (I) the Software will meet the customer’s specific requirements, (II) that the Software will be uninterrupted, timely, secure, or error free, (III) nor does DeepOpinion make any warranty that the results that may be obtained from use of the Software will be accurate or reliable. Except as expressly set forth in this section, the Software is provided “as is” and company DeepOpinion disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. 10. Indemnification The Company shall hold Customer harmless from liability to third parties resulting from infringement by the Software of any US patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Software (I) not or not fully supplied by the Company, (II) customized or made in whole or in part in accordance with Customer specifications, (III) that are modified or edited after delivery by Company, (IV) combined or connected with other software solutions, (V) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (VI) where Customer’s use of the Software is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Software are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (I) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (II) obtain for Customer a license to continue using the Service, or (III) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. You agree, at your sole expense, to defend, indemnify and hold DeepOpinion (and its directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of or relating to (I) your Content and/or Data; (II) your use of the Software; (III) your failure to pay any taxes that you owe under these Terms; and (IV) any other actual or alleged breach of any of your obligations under these Terms (including, among other things, any actual or alleged breach of any of your representations or warranties as set forth herein). You will not settle any such claim in any manner that would require DeepOpinion to pay money or admit wrongdoing of any kind without our prior written consent, which we may withhold in our sole discretion. 11. Limitation of Liability In no event will DeepOpinion’s total, aggregate liability to you or to any third party arising out of or related to these terms or your use of (or inability to use) any part of the Software exceed the total amount you actually paid to DeepOpinion in SaaS Fees for the Software during the twelve months immediately prior to the accrual of the first claim. Multiple claims will not expand this limitation. In no event will DeepOpinion be liable to you or to any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, loss of data, or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of, or in connection with these terms or your use (or inability to use) any part of the Software, whether in contract, tort, strict liability or otherwise, even if we have been advised or are otherwise aware of the possibility of such damages. This section will be given full effect even if any remedy specified in these terms is deemed to have failed of its essential purpose. 12. Miscellaneous This Agreement is not assignable, transferable or sublicensable by Customer except with DeepOpinion's prior written consent. DeepOpinion may transfer and assign any of its rights and obligations under this Agreement without consent. The Company and any of its affiliates shall be entitled to use Customer's name and logo as well as other public information about Customer and basic facts about the work performed for the Customer, as a reference in connection with the marketing and sale of its own products and services. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. The Customer undertakes to refrain from any solicitation of employees of DeepOpinion itself or by third parties for the duration of the cooperation between the parties and for a period of two years after termination of the cooperation. In the event of a breach of this obligation, the Customer shall pay the Company a contractual penalty of € 250,000. The Company remains entitled to claim further damages. The contractual penalty shall be credited against this amount. 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 that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail 13. Severability Clause A partial invalidity of individual clauses does not lead to the total invalidity of this agreement. If one or more clauses of this agreement are invalid, the invalid clause shall be replaced by a clause that comes as close as possible to the intended provision and is legally valid. 14. Choice of Law and Place of Jurisdiction The law of the Republic of Austria shall apply to the exclusion of the conflict of laws rules of private international law. The place of jurisdiction - insofar as this can be agreed without violating mandatory legal standards - is Innsbruck.