TERMS AND CONDITIONS FOR FUNDAE REVENUE OPTIMIZATION SOLUTIONS ON AZURE MARKETPLACE Last Updated: February 10, 2025 1. ACCEPTANCE OF TERMS 1.1 By subscribing to or using the fundae Revenue Optimization Solutions (“Services”) through the Microsoft Azure Marketplace (“Marketplace”), you agree to be bound by these Terms and Conditions (the “Agreement”), as well as any additional terms, policies, or guidelines referenced herein. 1.2 If you do not agree to any part of this Agreement, you must not access or use the Services. 2. DEFINITIONS 2.1 “fundae” refers to Fundae, Inc. and its affiliates providing the Services. 2.2 “Customer” or “You” refers to the entity or individual who subscribes to or uses the Services. 2.3 “Azure Terms” means the Microsoft Azure Marketplace Terms and any other applicable terms or conditions set forth by Microsoft that govern the use of the Marketplace. 3. RELATIONSHIP TO MICROSOFT TERMS 3.1 In the event of a conflict between these Terms and the Azure Terms, the Azure Terms will govern with respect to the conflicting subject matter. 3.2 Customer acknowledges that continued access to the Services is contingent upon compliance with the Azure Terms, and any breach of the Azure Terms may result in suspension or termination of the Services. 4. SCOPE OF SERVICES 4.1 The Services provide AI-driven, revenue-focused software applications designed to optimize contracts, pricing, anomaly detection, forecasting, and related functionalities. 4.2 Additional or updated Services may be offered by fundae from time to time and will be subject to the terms of this Agreement unless otherwise stated. 5. LICENSE AND INTELLECTUAL PROPERTY 5.1 License Grant: Subject to payment of all applicable fees and compliance with this Agreement, fundae hereby grants Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for Customer’s internal business purposes. 5.2 Reservation of Rights: fundae retains all rights, title, and interest in and to the Services, including all intellectual property rights. Except for the limited rights expressly granted under this Agreement, no other rights or licenses are granted, implied, or otherwise. 6. CUSTOMER DATA AND PRIVACY 6.1 Ownership of Data: Customer retains all rights, title, and interest in and to any data, information, or material uploaded or otherwise provided to the Services by Customer (“Customer Data”). 6.2 Data Processing: fundae will process, store, and otherwise use Customer Data solely to provide the Services and in accordance with applicable data protection laws and regulations. 6.3 Security Measures: fundae shall implement reasonable and appropriate technical and organizational measures to protect Customer Data from unauthorized access or disclosure, consistent with the requirements of the Azure Terms. 7. CONFIDENTIALITY 7.1 Each party agrees to maintain the confidentiality of any non-public, proprietary, or confidential information (“Confidential Information”) provided by the other party. 7.2 Neither party shall disclose or use the other party’s Confidential Information for any purpose beyond the scope of this Agreement without prior written consent, unless required by law. 8. WARRANTIES AND DISCLAIMERS 8.1 Limited Warranty: fundae warrants that the Services will materially conform to the features and functionality as described in the documentation provided. 8.2 Disclaimer: Except as expressly provided herein, the Services are offered “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. 8.3 fundae does not warrant that the Services will be uninterrupted, error-free, or completely secure. 9. LIMITATION OF LIABILITY 9.1 To the maximum extent permitted by law, in no event shall fundae be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising out of or related to the Services or this Agreement, even if fundae has been advised of the possibility of such damages. 9.2 fundae’s total cumulative liability under or in connection with this Agreement shall not exceed the fees paid by Customer to fundae for the Services in the twelve (12) months preceding the event giving rise to the liability. 10. INDEMNIFICATION 10.1 Customer shall indemnify, defend, and hold harmless fundae from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Customer’s breach of this Agreement or misuse of the Services, provided that fundae: (a) promptly notifies Customer in writing of such claim; (b) grants Customer sole control of the defense and settlement of such claim; and (c) provides all reasonable assistance at Customer’s expense. 11. TERM AND TERMINATION 11.1 Term: This Agreement commences on the date Customer first accepts it (e.g., by clicking “accept” or using the Services) and continues until terminated as provided herein. 11.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. 11.3 Termination by Microsoft: If Microsoft requires suspension or termination of the Services due to any violation of the Azure Terms, this Agreement shall terminate immediately upon notice. 11.4 Effect of Termination: Upon termination, Customer’s rights to access and use the Services shall immediately cease. Customer is responsible for exporting any Customer Data prior to the effective date of termination. fundae shall have no obligation to maintain or provide any Customer Data thereafter. 12. MODIFICATIONS TO TERMS 12.1 fundae reserves the right to modify these Terms and Conditions at any time. Modifications shall be effective immediately upon posting the revised Agreement on the Marketplace or upon written notice to Customer. 12.2 Customer’s continued use of the Services after any such modifications shall constitute acceptance of the revised Agreement. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement shall be governed by and construed in accordance with the laws specified in the Azure Terms or, if none is specified, the laws of the jurisdiction in which fundae is organized, excluding its conflict-of-law principles. 13.2 Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts referenced in the Azure Terms or otherwise mutually agreed upon in writing by the parties. 14. ENTIRE AGREEMENT 14.1 This Agreement, together with any documents incorporated by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, or understandings. 15. SEVERABILITY 15.1 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 16. WAIVER 16.1 No failure or delay by a party to exercise any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. 17. ASSIGNMENT 17.1 Customer shall not assign or transfer this Agreement, in whole or in part, without the prior written consent of fundae. Any attempt to assign or transfer in violation of this section shall be null and void. 18. CONTACT INFORMATION 18.1 For any inquiries regarding this Agreement, please contact fundae at: - fundae - Email: fundae.sales@fundae.ai - Website: www.fundae.ai BY SUBSCRIBING TO OR USING THE FUNDAE REVENUE OPTIMIZATION SOLUTIONS ON THE MICROSOFT AZURE MARKETPLACE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.