TERMS AND CONDITIONS 1. SAAS SERVICES, PROFESSIONAL SERVICES AND SUPPORT 1.1 SaaS Services – Access to the System: Impulse Innovations Limited (trading as causaLens; “Company” further in the text) provides a Data Science Platform (the “System”) which consists of technology hosted on Company’s servers and accessed remotely (via ‘the cloud’). Company also provides professional services related to implementation, installation, and customization of the System. The parties agree that Company will provide the System to Customer, as well as such professional services as the parties may agree, now and pursuant to future statements of work. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer access to the System in accordance with the Service Level Terms attached hereto as Exhibit B. 1.2 Professional Services related to the System: (i) Provision of Professional Services. Company will provide the Professional Services related to the implementation, installation, and customization of the System, and Customer will provide any assistance and cooperation necessary or convenient to facilitate the Professional Services. (ii) Acceptance and Rejection. Deliverables will be considered accepted (“Acceptance”) (a) when Customer provides Company written notice of acceptance or (b) 7 days after delivery, if Customer has not first provided Company with written notice of rejection. Customer may reject a Deliverable only in the event that it materially deviates from its specifications and requirements listed in the applicable Statement of Work (“SoW”) and only via written notice setting forth the nature of such deviation. In the event of such rejection, Company will correct the deviation and redeliver the Deliverable within 10 days. After redelivery pursuant to the previous sentence, the parties will again follow the acceptance procedures set forth in this Subsection. This Subsection 1.2.(ii), in conjunction with Customer’s right to terminate for material breach where applicable, sets forth Customer’s only remedy and Company’s only liability for failure of Deliverables. (iii) Incorporation of Deliverables. Upon Acceptance, each Deliverable will constitute an element of the System and will thereafter be subject to this Agreement’s terms, including without limitation indemnity terms. Company retains ownership of all Deliverables, and Customer receives no right, title, or interest in or to Deliverables except as specifically set forth in this Agreement. 1.3 Technical Support for the System: Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the System and/or Services or any software, documentation or data related to the System and/or Services (“Software”); modify, translate, or create derivative works based on the System or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the System and/or Services. 2.2 Customer will take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer will notify Company immediately of any known or suspected unauthorized use of the System or breach of its security and will use best efforts to stop said breach. 2.3 Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the Company’s acceptable use of the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized. 2.4 Company shall not be responsible and liable for any unauthorized data that is uploaded on to the System by the Customer. 2.5 In its use of the System, Customer will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data. 2.6 Customer represents, covenants, and warrants that Customer will use the System and/or Services only in compliance with this Agreement all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the System and/or Services. Although Company has no obligation to monitor Customer’s use of the System and/or Services, Company may do so and may prohibit any use of the System and/or Services it believes may be (or alleged to be) in violation of the foregoing. 2.7 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the System and/or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 “Confidential Information” refers to the following items Company discloses to Customer: (a) any document Company marks “Confidential”; (b) any information Company orally designates as “Confidential” at the time of disclosure, provided Company confirms such designation in writing within 1 business day; (c) Code, Software, Documentation, and anything related to the System and the Services, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. 3.2 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the System and Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the System and/or Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 3.3 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the System, Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with providing the System and Services, and (c) all intellectual property rights related to any of the foregoing. 3.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the System and/or Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the System and/or Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. No rights or licenses are granted except as expressly set forth herein. 4. PAYMENT OF FEES 4.1 Customer will pay Company the applicable fees described in the Order Form for the System and/or Services in accordance with the terms therein (the “Fees”). If Customer’s use of the System and/or Services exceeds the defined use or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. 4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the System and/or Services other than UK taxes based on Company’s net income. 5. TERM AND TERMINATION 5.1 Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. 5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the System and Services up to and including the last day on which the System and/or Services are provided. Without limiting Company’s other rights and remedies, Company may suspend or terminate a Customer’s Client’s or other User’s access to the System at any time, without advanced notice, if Company reasonably concludes such Customer’s Client or other User has conducted itself in a way that is not consistent with the requirements of this Agreement or in a way that subjects Company to potential liability. 5.3 Upon termination of this Agreement, Customer will cease all use of the System and delete, destroy, or return a) all copies of the Documentation in its possession or control b) all Software and code that is distributed or provided to Customer for use on Customer premises or devices. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of sixty (60) days, but thereafter Company will delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, restriction on system rights, IP and feedback, indemnification, warranty disclaimers, and limitations of liability. 6. WARRANTY AND DISCLAIMER Customer represents and warrants that: (i) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (ii) it has accurately identified itself and it has not provided any inaccurate information about itself to Company or through the System; and (iii) it is a corporation or another entity authorized to do business pursuant to applicable law. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the System in a manner which minimizes errors and interruptions in the Services and shall perform the Professional Services in a professional and workmanlike manner. The System may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SYSTEM AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SYSTEM AND/OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SYSTEM AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE. 7. INDEMNITY Company shall hold Customer harmless from liability to third parties resulting from infringement by the System or Service of any 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 Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (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 System and Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services and System 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 (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) 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. 8. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SYSTEM, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR DECISIONS BASED ON THE INFORMATION PROVIDED BY THE SYSTEM AND/OR SERVICES; (C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (D) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SYSTEM AND SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. INTELLECTUAL PROPERTY & FEEDBACK 9.1 Intellectual Property (“IP”) Rights in the System and Services. Company retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System and all the Professional Services provided regarding and through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws. 9.2 Feedback. Company has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer, Customer’s Clients, or other Users provide to Company, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the Customer’s Client or other User in question. Customer hereby grants Company a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Company’s System or Services.) 10. MISCELLANEOUS 10.1 The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Company employee or contractor is or will be considered an employee of Customer. 10.2 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 10.3 This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. 10.4 Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. 10.5 No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship. 10.6 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. 10.7 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. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 10.8 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 facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 10.9 This Agreement shall be governed by the laws of England and Wales without regard to its conflict of laws provisions. 10.10 This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument 10.11 This Agreement may not be amended except through a written agreement by authorized representatives of each party. 10.12 In the event of any conflict among the attachments to this Agreement and this main body, the following order of precedence will govern, with lower numbers governing over higher ones: (1) this main body of this Agreement; (2) any SoW, with more recent Statements of Work taking precedence over later ones; and (3) any Vendor policy posted online, including without limitation the Privacy Policy. No SoW or other attachment incorporated into this Agreement after execution of this main body will be construed to amend this main body or any earlier attachment unless it specifically states its intent to do so and cites the section or sections amended. EXHIBIT A Statement of Work 1. Providing access to the System 2. Training and guidance for use of the System 3. Assisting the Customer to create prediction Models with the use of the System Work No. 3 is limited to the number of hours specified in the Order Form. EXHIBIT B Service Level Terms for the System The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than four hours, Company will credit Customer 5% of Service fees for each period of 4 or more consecutive hours of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. EXHIBIT C Technical Support Terms for the System Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 8:00 am through 8:00 pm GMT, with the exclusion of Public Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by emailing [support@causalens.com]. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.