ThinkLabs AI, Inc. Order Form Terms  Order Form Term:  One (1) year (the “Order Form Initial Term”), automatically renewed annually for additional successive periods of one (1) year each (each, an “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then current Order Form Renewal Term, as applicable.  Effective Date  of the Order Form [DATE]    Product Description  Annual Fee  Platform License:  Platform Software: Data platform, ML digital twin pipeline and model maintenance, ThinkLabs Assistant, UI, reporting, APIs - [sizing parameter]   Agent Workflow(s):  Agent Software: Transmission planning automation agent with 8760 power flow, interconnection impact analysis, constraints and violations, dynamic hosting capacity, contingency analysis, load flexibility solution generation, system expansion solution generation # of workflows: z # of credits per workflow: x credits Included Credits per subscription year: y credits Overage Rate:   Additional credits (beyond the Included Credits) required to complete desired workflows will be billed at 1.2x the prevailing rate per credit. Customer may elect to increase its number of Included Credits for a subscription year through a new or amended Order Form.   Initial Implementation Services (One Time) Please see the applicable SOW Please see the applicable SOW Special Provisions Total:   Agreement This agreement (“Agreement”) is entered into as the date of last signature below (“Effective Date”) between ThinkLabs AI, Inc. (“ThinkLabs”), and _____________ (“Customer”). This Agreement includes and incorporates (i) the above Order Form, (ii) any Order Forms and SOWs previously or subsequently entered into by the parties, and (iii) ThinkLabs’s standard Enterprise Terms, which (1) have been previously provided and agreed to by Customer in connection with a previous order form; or (2) are attached hereto, and all of which are in each case hereby incorporated by reference. This Agreement contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. ThinkLabs AI, Inc.: Customer: By: By: Name: Name: Title: Title: Date:_________________________________________ Date:________________________________________________ ThinkLabs AI, Inc. Enterprise Terms PLEASE READ THESE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SOFTWARE OFFERED BY THINKLABS AI, INC. (“THINKLABS”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH THINKLABS WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS AND SOWS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. Order Forms; License to the Software. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s or the applicable Affiliate’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) ThinkLabs grants Customer (or its Affiliate that has entered into the applicable Order Form with ThinkLabs) a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally use the Software Product (as defined below) during the applicable Order Form Term (as defined below) only for the internal business purposes of Customer or such Affiliate (as applicable), only as provided herein and only in accordance with ThinkLabs’ applicable user documentation for such Software Product, if any (the “Documentation”). For purposes of this Agreement, “Software Product” means, collectively, (a) the ThinkLabs software specified in the applicable Order Form, including Updates (as defined below) thereto (collectively, the “Software”), in object code form only and (b) the Documentation, in each case of (a) and (b), to the extent provided by ThinkLabs to Customer. Affiliates of Customer. For purposes of this Agreement, “Affiliates” means any company or other legal entity which, directly or indirectly, controls, is controlled by or is under common control with a party (only for so long as such control continues to exist) where “control” means the ownership of more than 50% of the issued share capital or other equity interest or the legal power to direct or cause the direction of the general management and policies of such arty, company or other entity. Affiliates of Customer may adopt this Agreement by entering into an Order Form under this Agreement directly with ThinkLabs. In such cases, all references in this Agreement to Customer, shall automatically be deemed to be binding on the applicable Affiliate of Customer. Each such Affiliate shall be entitled to enforce this Agreement with respect to such Order Form in its own name and shall be solely liable for any obligations and liabilities undertaken pursuant to such Order Form (including without limitation any and all obligations and liabilities under this Agreement). (i) Notwithstanding any other term in this Agreement, in the event that Customer divests a portion of its business or an entity which was an Affiliate, and for whose benefit Customer was using the Software Product or which Affiliate was using the Software Product, respectively, at the time of that divestiture (“Divested Entity”), Customer may continue to use the Software Product for the benefit of that Divested Entity or may allow Divested Entity to continue to use the Software Product, respectively, for the remainder of the applicable Order Form Term, pursuant to and in accordance with the terms of this Agreement, including without limitation the applicable Order Form, and the following additional terms: (a) Customer or the applicable Affiliate are current with all fees under this Agreement and in all other agreements with ThinkLabs and remains current throughout the Divestiture Period (as defined below); (b) Customer or the applicable Affiliate currently has a license to the Software Product pursuant to the terms of this Agreement as of the date of the divestiture; (c) That use is subject to and conditioned upon Customer reporting to ThinkLabs promptly after the divestiture: (1) the legal name of the Divested Entity after the divestiture; (2) ownership, voting or similar interest of the new parent company (if any) of the Divested Entity after the divestiture; and (3) the total number of Software licenses deployed by Customer for the benefit of the Divested Entity and by Divested Entity itself as of the date of divestiture. That report shall be provided via e-mail to ThinkLabs at _________, or as otherwise specified by ThinkLabs in writing; (d) That use must be to process only that business and data which had previously been processed for the benefit of that Divested Entity by Customer or by that Divested Entity, respectively, in the ordinary course immediately prior to that divestiture. No business of the new parent or any of its subsidiaries or affiliates may be processed using the Software without the prior written permission of ThinkLabs, and without payment of an additional fee; (e) That use shall be at no additional charge for the Divestiture Period (as defined below), just at the same fee as immediately prior to the divestiture. Any use beyond that period shall be at fees to be mutually agreed to by the parties; (f) All Services (as defined below) shall be provided to the Divested Entity through Customer. Except as otherwise agreed in writing by ThinkLabs, ThinkLabs shall have no obligation to respond directly to any calls or requests made by the Divested Entity; (g) Under no circumstances shall Customer continue to process the business or data of the Divested Entity for any period of time longer than the remainder of the Order Form Term of the applicable Order Form (“Divestiture Period”) without the prior written permission of ThinkLabs; and (h) Customer shall provide ThinkLabs a confirmation once Customer has ceased the use of Software Product for the benefit of Divested Entity and Divested Entity has ceased use of the Software Product. That confirmation shall be provided via e-mail to support@thinklabs.ai, or as otherwise specified by ThinkLabs in writing. Support. Subject to Customer’s payment of all applicable fees, ThinkLabs will use commercially reasonable efforts to provide support and maintenance for Software as provided in Exhibit A attached hereto. To request support and maintenance for Services, Customer should submit an email message to ThinkLabs at support@thinklabs.ai. Notwithstanding anything to the contrary in this Agreement, and except to the extent prohibited by applicable law, ThinkLabs may collect, extract, compile, store, synthesize, modify, analyze, and use all Usage Data (as defined below), during the term of this Agreement and following any termination or expiration thereof, solely for the purposes of invoicing, benchmarking (including the provision of benchmark reporting to its customers), and to improve or otherwise modify ThinkLabs’ products, services, systems, and algorithms. “Usage Data” means any and all data collected, generated or otherwise obtained by ThinkLabs in the course of Customer’s or its users’ use of the Software Product or any Services (as defined below), except Customer Data provided, uploaded, or submitted by Customer to the Software Product in the course of Customer’s use of the Software Product. Software Updates. From time to time, ThinkLabs may provide upgrades, patches, enhancements, or fixes for the software specified in the applicable Order Form to its customers generally without additional charge (“Updates”), and such Updates will become part of such Software and subject to this Agreement; provided that ThinkLabs shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that ThinkLabs may make improvements and modifications to the Software at any time in its sole discretion, but ThinkLabs will coordinate with Customer regarding implementation of any such improved or modified versions of the Software for Customer’s use. If implementing an Update is important in enabling ThinkLabs to continue to meet its obligations under this Agreement, then for so long as Customer holds off on implementing such Update, ThinkLabs cannot be held to be in breach of any such obligations. When delivering an Update to Customer, ThinkLabs will communicate to Customer what the Update is expected to do. Professional Services. If any implementation, development, consulting, training or other professional services is requested by Customer, for example, AI training services in connection with the Software, the parties must first enter into a written work statement executed by the parties containing such information as generally illustrated in Exhibit B attached hereto (each such mutually executed statement, a “SOW”) with respect to such services (to be described in such SOW) (collectively, the “Professional Services”). ThinkLabs will use commercially reasonable efforts to complete such Professional Services in accordance with the descriptions and schedules specified in the applicable SOW. This Agreement provides the terms and conditions applicable to all SOWs. Any express modification of these terms and conditions within a SOW will apply only to that SOW in which the modification is set forth. Customer shall have a period of ten (10) days from the date of delivery to verify that the Software functions in material compliance with ThinkLabs’s specifications therefor. If the Software do not perform in material compliance with applicable specifications, then (a) Customer shall notify ThinkLabs in writing within such period identifying all non-conformities with reasonable specificity, and (b) ThinkLabs shall use its reasonable commercial efforts to resolve such failure within thirty (30) days following receipt of such notice and resubmit such Software. Following any such resubmission, Customer shall accept or reject the applicable Software in accordance with the acceptance procedures and within the timeframe noted above. Customer’s (1) failure to provide notice of rejection within the specified period or (2) use in a production environment shall be deemed to be acceptance. ThinkLabs shall own all right, title and interest (including all intellectual property rights worldwide) in and to the work product, documentation and other materials, which result directly from the Professional Services performed under this Agreement for Customer, except for Customer Deliverables (as defined below) (collectively, “ThinkLabs-Owned Deliverables”). Customer shall own all right, title and interest (including all intellectual property rights worldwide) in and to (a) the results of such analyses that are exclusive to Customer and exclusive to and generated directly from Customer Data, (b) reports that are exclusive to Customer and (c) cleaned-up and labelled versions of Customer Data as prepared for AI model training, in each case of subclauses (a) through (c) that result directly from the performance of Professional Services by ThinkLabs for Customer and are identified as “Customer-Owned Deliverables” in the applicable SOW (the “Customer-Owned Deliverables”). Upon payment in full therefor, ThinkLabs agrees to grant Customer a nonexclusive, nontransferable right and license (without right to sublicense) to use such ThinkLabs-Owned Deliverables internally in connection with Customer’s authorized use of the Software Product, subject to any other rights or restrictions set forth in the applicable SOW and this Agreement. Notwithstanding anything to the contrary, Customer acknowledges and agrees that ThinkLabs may internally use and modify (but not disclose) Customer-Owned Deliverables for the purposes of providing the Software Product and Services to Customer. Customer agrees that ThinkLabs is free to reuse all generalized knowledge, experience, know-how and technologies (including ideas, concepts, processes and techniques) related to the Customer-Owned Deliverables or acquired during performance of the Services (including without limitation, that which it could have acquired performing the same or similar services for another customer). Customer Assistance. Customer shall provide in a prompt and timely manner such on-site access, remote access, information (such as Customer contact names) (collectively, “Customer Information”), cooperation, and assistance as may be reasonably necessary for ThinkLabs to perform Software support and maintenance services (“Support Services”) and if applicable, Professional Services. Customer hereby grants ThinkLabs a nonexclusive and royalty-free right and license to use the Customer Information for the purpose of performing the Support Services and Professional Services, as applicable (collectively, the “Services”). Customer agrees ThinkLabs (a) will use and rely primarily on the Customer Information and (b) does not assume any responsibility for the accuracy or completeness of any Customer Information, and will not undertake to verify its accuracy or completeness. Customer represents and warrants that it has all rights necessary to provide the Customer Information to ThinkLabs and for the purposes contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Customer is solely responsible for backing-up or otherwise protecting all of its systems (and all software, data, and other information contained therein) prior to any installation, use, maintenance, service, or removal of the Software or performance of any Services. Customer assumes and accepts all risk of loss and damage to systems, software, and information that may result from the performance of the Services. Ownership; Feedback. As between the parties, ThinkLabs retains all right, title, and interest in and to the Software Product, and all software, products, works, algorithms, AI models, processes, methods, procedures and other intellectual property and moral rights related thereto or created, used or provided by ThinkLabs for the purposes of or in connection with this Agreement, including any copies and improved or otherwise modified versions and derivative works of the foregoing, even if such improved or otherwise modified versions and derivative works of the foregoing were created or developed by ThinkLabs in the provision of Software Product or any Services under, or otherwise in connection with, this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may provide suggestions, comments or other feedback to ThinkLabs with respect to the Software Product or Services (“Feedback”). ThinkLabs acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to ThinkLabs a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and otherwise exploit the Feedback for any purpose. Fees; Payment. (i) Customer shall pay ThinkLabs fees as set forth in each Order Form (“Software Fees”) and in each SOW (“Professional Services Fees”). Such fees are hereinafter collectively referred to as “Fees.” Unless otherwise specified in an Order Form, all Software Fees shall be invoiced in full in advance upon or following full execution of the applicable Order Form. All Professional Services Fees shall be invoiced as provided in the applicable SOW. All invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Software Product and Services (excluding taxes based on ThinkLabs’ net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) ThinkLabs shall provide to Customer a written summary describing such excess usage, and (ii) ThinkLabs shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at ThinkLabs’ then-current standard overage rates for such usage), on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (if applicable). If such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below, such renewal shall include the additional fees for such excess users and usage (if applicable). ThinkLabs may modify any or all Fees no more than once per twelve (12)‑month period, by providing at least thirty (30) days’ prior written notice to Customer, provided that any increase in any per‑unit rate will not exceed five percent (5%) year‑over‑year, unless mutually agreed in writing by the parties. (ii) In consideration of the Annual Fee for the Agent Workflow(s), ThinkLabs will: (a) provide Customer with access to the Software in accordance with this Agreement; and (b) make available to Customer the number of credits per subscription year as stated on the Order Form (the “Included Credits”). The approximate number of credits required to execute approximately one workflow through the Software is as stated on the Order From. A list of current workflows (on the Effective Date of the applicable Order Form) is as provided on the applicable Order Form. The foregoing numbers are estimates for planning purposes only. The parties acknowledge that the Included Credits and associated estimates are based on a reference workload consisting of the transmission network size (number of buses) as stated on the Order Form. Credits are fungible usage units and may be applied to partial study executions. ThinkLabs may apply adjustment factors for credits required for workloads with different computational requirements from that estimated for the reference workload. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, extract or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms, models (including without limitation weights or other parameters thereof) or data of the Software or any of the ThinkLabs-Owned Deliverables (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Software Product or any of the ThinkLabs-Owned Deliverables, in whole or in part; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software Product or any of the ThinkLabs-Owned Deliverables; (iv) use the Software Product or any of the ThinkLabs-Owned Deliverables, in whole or in part, for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Software Product, ThinkLabs-Owned Deliverables or any portion thereof; (vi) use the Software Product or any ThinkLabs-Owned Deliverables, in whole or in part, outside of the scope of the applicable license granted under this Agreement; (vii) use the Software, including without limitation any AI model or weights related thereto, or any ThinkLabs-Owned Deliverables or any Output (as defined below) to train, fine‑tune, or otherwise improve any machine learning model or to develop any model, product, or service that is or could be competitive with the Software; or (viii) bypass any measures ThinkLabs may use to prevent or restrict access to the Software Product or ThinkLabs-Owned Deliverables. Customer is responsible for all of Customer’s activity in connection with the Software Product and ThinkLabs-Owned Deliverables, including without limitation any and all activity of those who received access to the Software Product or any Other Items through Customer (the “Other Users”). Customer shall use the Software Product and ThinkLabs-Owned Deliverables in compliance with all applicable local, state, national and foreign laws, treaties and regulations. Any act or omission by an Other User that would have constituted a breach of this Agreement had it been an act or omission by Customer shall constitute a breach of this Agreement by Customer. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Software Product in the course of using the Software Product. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, use of and intellectual property ownership or right to use of all Customer Data. Output. As between the parties, Customer owns any output (e.g., predictions, recommendations or reports) requested by Customer and resulting directly from the processing of Customer Data by the Software through Customer’s use of the Software Product (the “Output”). ThinkLabs may use Customer Data and the Output in order to provide the Services and Software Product. Customer acknowledges that due to the nature of machine learning and artificial intelligence, the Output may not be unique and the Software may generate the same or similar output for ThinkLabs or a third party. For the avoidance of doubt, Customer shall not own any output generated by any third parties or by ThinkLabs (other than Customer-Owned Deliverables). Such output will not be considered Output if it was created other than through the processing of Customer Data by the Software through Customer’s request and use of the Software Product. Confidentiality. During the term of the Agreement, a party (“Recipient”) may be provided information of the other party (“Discloser”) that the Discloser designates as confidential or the Recipient knows or reasonably should know is confidential or proprietary in nature given the nature of the information or the manner in which such information is disclosed. Such information, if provided or made available by or on behalf of Discloser to Recipient pursuant to this Agreement, hereinafter referred to as “Confidential Information”. The Recipient agrees, during and after the term of the Agreement, not to use any of the Discloser’s Confidential Information except for the purposes of, or as permitted by, this Agreement and not to disclose such information to any third party unless otherwise permitted by this Agreement. Further the Recipient agrees to take reasonable precautions to prevent unauthorized or inadvertent disclosure of such. Each party agrees to be responsible and liable for any act or omission of its officers, directors, contractors, and employees that would constitute such party’s breach of this Agreement if performed or not performed by such party. Notwithstanding anything to the contrary, Confidential Information does not include information available to the public without restriction on its use, information rightfully provided to the Recipient by a third party under no duty to the Discloser to maintain it in confidence, information rightfully in the Recipient’s possession without restriction on use or disclosure prior to disclosure by the Discloser, or information independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information. Recipient may disclose any information that it is required to disclose in response to a court order, subpoena or other legally binding process; provided that, to the extent legally permissible, the Discloser is provided prior written notice of, and an opportunity to contest, such requirement. Third Party Services. 13.1 Customer’s Third Party Integrations. Customer acknowledges and agrees that (i) the Software may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Customer Third Party Integrations”), (ii) the availability and operation of the Software or certain portions thereof may be dependent on such Customer Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Customer Third Party Integrations may result in a suspension or interruption of the Software. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Customer Third Party Integrations that it integrates with the Software, and Customer shall indemnify, defend and hold harmless ThinkLabs for all claims, damages and liabilities arising out of Customer’s use of any Customer Third Party Integrations in connection with or through the Software. ThinkLabs cannot and does not guarantee that the Software shall incorporate (or continue to incorporate) any particular Customer Third Party Integrations and does not make any representations or warranties with respect to Customer Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Customer Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. 13.2 ThinkLabs’ Third Party Providers. Customer acknowledges and agrees that: (i) the Software may incorporate certain information, data, and materials from ThinkLabs’ third party providers (collectively, “ThinkLabs Third Party Materials”); (ii) ThinkLabs Third Party Materials may only be used in conjunction with the Software; and (iii) Customer’s use of the ThinkLabs Third Party Materials hereunder shall be subject to (and Customer agrees it is bound by and with comply with) the third party terms and conditions provided or made accessible to Customer by ThinkLabs (if any), as they may be modified from time to time by ThinkLabs’s third party licensors or suppliers at any time (collectively, the “ThinkLabs Third Party Terms”), and which are incorporated into this Agreement by reference, and Customer shall indemnify, defend and hold harmless ThinkLabs for all claims, damages and liabilities arising out of any breaches of any such ThinkLabs Third Party Terms by Customer. Any use by Customer of the Software following a change to the ThinkLabs Third Party Terms shall constitute acceptance of such change. ThinkLabs does not make any representations or warranties with respect to ThinkLabs Third Party Materials or any third party providers. ThinkLabs cannot and does not guarantee that the Software shall incorporate (or continue to incorporate) any particular ThinkLabs Third Party Materials. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise expressly provided therein, the “Order Form Term” shall (i) begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (ii) following the Order Form Initial Term, automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Upon expiration or termination of this Agreement for any reason, all rights, obligations, and licenses of the parties hereunder shall cease, except that the following shall survive: (a) all obligations that accrued prior to the effective date of termination (including without limitation, payment obligations) and remedies for breach of this Agreement, and (b) Customer shall stop using, de-install, and destroy any and all copies of the Software Product. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Should Customer pre-pay any Fees under this Agreement, the pro-rated pre-paid fees from the date of termination to the end of the agreed Order Form Term under the Order Form shall be refunded to Customer. Relationship and Assumption of Risk. 15.1 Independent Contractor. ThinkLabs is an independent contractor. Nothing herein shall be deemed or construed to create a relationship of principal and agent or of employer and employee between the parties, or to create a partnership, joint venture, or similar relationship between the parties. 15.2 Assumption of Risk. Customer is solely responsible for determining whether and how to use the results of its use of the Software and Services. Customer assumes all risks arising from such use. 15.3 Warranties. ThinkLabs warrants to Customer that: (i) the Software will materially perform in accordance with the applicable specifications for ninety (90) days after initial delivery to Customer; (ii) any services performed by ThinkLabs hereunder will be performed in a workmanlike manner, in accordance with general industry standards and (iii) it has scanned the Software for known viruses using industry standard virus detection techniques. ThinkLabs’s warranties in this Section shall not extend to problems that result from: (a) Customer’s failure to implement all Updates issued by ThinkLabs during the warranty period; (b) any alterations or additions to the Software not performed by or at the direction of ThinkLabs; (c) failures in operation of the Software that are not reproducible by ThinkLabs; (d) Software operated in violation of this Agreement or not in accordance with the documentation therefor or applicable Order Form; or (e) failures which are caused by Customer’s software or other software, hardware or products not licensed or provided hereunder. For any Software or Services not in conformance with this Section, ThinkLabs will, at its discretion and cost, either repair, replace or reperform the Software or Service, as applicable. This is Customer’s exclusive remedy, and ThinkLabs’s sole liability arising in connection with the limited warranties herein. 15.4 Indemnification. (i) Customer shall defend, indemnify, and hold harmless ThinkLabs, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “ThinkLabs Indemnitees”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees), that arise from any third party claim against any ThinkLabs Indemnitee (a) that use of the Customer Data or Customer Information infringes, violates, or misappropriates any third party intellectual property or proprietary right or (b) that arises or results from any breach by Customer of any agreement between Customer and a third party related to Customer Data or Customer Information. (ii) ThinkLabs shall defend, indemnify, and hold harmless Customer, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Customer Indemnitees”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees), that arise from any third party claim against any Customer Indemnitee that the Software infringes, violates, or misappropriates any third party intellectual property or proprietary right. The foregoing obligations of ThinkLabs do not apply with respect to the Software or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (1) not created by ThinkLabs (including without limitation any Customer Data or Customer Information), (2) made in whole or in part in accordance to Customer specifications, (3) modified after delivery by ThinkLabs, (4) combined with other products, processes or materials not provided by ThinkLabs (where the alleged claim arises from or relate to such combination), (5) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (6) Customer’s use of the Software is not strictly in accordance herewith. If any Software becomes or, in ThinkLabs’s opinion, is likely to become the subject of an injunction, ThinkLabs may, at its option, (1) procure for Customer the right to continue using such Software, (2) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality, or, if (1) and (2) are not reasonably available to ThinkLabs, then (3) terminate Customer’s license to the allegedly infringing Software and return to Customer all amounts pre-paid to ThinkLabs (if any) for use of such Software during periods following such termination. The foregoing states the entire liability of ThinkLabs with respect to infringement of patents, copyrights, trade secrets or other intellectual property rights by the Software Product. (iii) Each indemnifying party’s indemnification obligations hereunder shall be conditioned upon the indemnified party providing the indemnifying party with: (a) prompt written notice of any claim for which it seeks indemnification from the indemnifying party; (b) the option to assume sole control over the defense and settlement of any such claim (provided that the indemnified party may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Limitation of Liability. EXCEPT FOR THE PARTIES’ BREACHES OF CONFIDENTIALITY (SECTION 12) AND FOR AMOUNTS OWED TO THIRD PARTIES IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.4 AND FOR CUSTOMER’S BREACH OF SECTION 9 (RESTRICTIONS) AND EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY ONE PARTY TO THE OTHER HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. Insurance. ThinkLabs will adhere to the Insurance requirements below:  Commercial General Liability (CGL) Insurance, covering all operations, work and/or provision of services performed by or on behalf of ThinkLabs under or in connection with this Agreement, at minimum limits of:   $1,000,000 limit “per occurrence” – Bodily Injury/Property Damage $2,000,000 limit – Product/Completed Operations $2,000,000 limit - General Aggregate   Policy shall include coverage for contractual liability (with this Agreement being included under the definition of “Insured Contract”), and products/completed operations coverages. Policy shall not contain a cross-liability or a separation of insureds exclusion. Should coverage for products/completed operations be written on a claims-made form, the retroactive date shall not precede the effective date of this Agreement and coverage shall be maintained continuously for the duration of this Agreement and for at least three (3) years after final acceptance under Section 5(ii). Additional Insured and Waiver of Subrogation required from this policy for the Insured Entities outlined above. Must use CG 20 10 and CG 20 37 or equivalent for Additional Insured endorsements.   Automobile Liability Insurance - Covering non-owned and hired vehicles used in connection with all operations, work and/or provision of services performed by or on behalf of ThinkLabs under or in connection with this Agreement at minimum limits of:   $1,000,000 combined single limit “each accident”   Coverage for non-owned/hired vehicles evidenced through a Commercial General Liability policy would be acceptable upon Customer’s review and approval. Additional Insured and Waiver of Subrogation required from this policy for the Insured Entities outlined above.   Statutory Workers’ Compensation and Employer’s Liability Insurance, in the state in which the operations, work and/or provision of Services will be performed under this Agreement. The employer’s liability limit shall be at least $1,000,000 per occurrence for bodily injury, per employee for bodily injury by disease and by bodily injury by disease policy limit. For work or services being performed on or close to water, policy shall include coverage for the US Longshoreman & Harbor Workers’ Compensation Act of 1927 and Jones Act of 1920. Umbrella Liability or Excess Liability Insurance, providing broad “follow form” excess insurance with terms similar to the Commercial General Liability, Automobile Liability and Employer’s Liability coverages outlined within this Agreement, at minimum limits of:   $4,000,000 limit – Per Occurrence/Aggregate Such insurance coverage shall include a drop-down provision in the event of exhaustion of underlying limits or aggregates. Additional Insured and Waiver of Subrogation required from this policy for the Insured Entities outlined above.   Professional Liability, (if applicable), providing coverage for negligent acts, errors, and omissions (including when applicable, technology errors and omissions), in an amount of $5,000,000 “per claim” to protect Customer from losses arising out of the use of ThinkLabs’ product or failure to render services.       Certificate(s) of Insurance. Prior to providing any Services, ThinkLabs shall promptly issue to the Customer certificate(s) of insurance and any requested endorsements (include any renewal thereof), evidencing all coverages and required protections (Additional Insured and Waiver of Subrogation where applicable) utilizing the address outlined by the Customer in this Agreement, with digital copies only being emailed to the Customer’s US Insurance Department. Failure to furnish the required certificate(s) of insurance and endorsements would not relieve ThinkLabs from any liability obligations outlined under this Agreement.     Miscellaneous. This Agreement (including all Order Forms and SOWs) represents the entire agreement between Customer and ThinkLabs with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and ThinkLabs with respect thereto. In the event of any conflict between these Terms and an Order Form or a SOW, this Agreement shall control, but only with respect to the conflicting term in such Order Form or SOW. Notwithstanding the foregoing, if a provision in an Order Form or a SOW specifically and expressly states that it is intended to replace or modify a provision(s) in this Agreement, and refers to the provision(s) of this Agreement that it is intended to replace or modify (and which change shall be limited in force and effect to such Order Form or SOW only), then in the event of a conflict between such provision(s) of this Agreement and such provision in such Order Form or SOW, such provision in such Order Form or SOW shall prevail and govern (only with respect to such Order Form or SOW).The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this Section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) ThinkLabs may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of all or substantially all of such party’s business relating to this Agreement, and (ii) ThinkLabs may utilize subcontractors in the performance of its obligations hereunder. This Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The parties may execute this Agreement or any Order Form or SOW in two or more counterparts which become, in the aggregate, signed by all parties; each counterpart is deemed an original instrument as against any party who has signed such counterpart. Additionally, the parties may execute this Agreement or any Order Form or SOW by exchange of signatures sent by facsimile transmission, electronic transmission (including electronically scanned), or digital process (e.g., DocuSign®). Once signed by all parties, this Agreement becomes effective and binding, and such complete facsimile, electronic, or digital version becomes the same as an original for all purposes under this Agreement. Exhibit A Support Services 1. Definitions Capitalized terms used in this Exhibit and not otherwise defined shall have the respective meaning assigned thereto in the other parts of this Agreement. "Authorized Contact" means Customer's designated technical personnel authorized to submit Support Requests, as further defined in Section 2.6(a) of this Exhibit. "Business Hours" means 8:00 AM to 6:00 PM [insert Customer Time Zone], Monday through Friday, excluding mutually agreed-upon holidays. "Error" means a failure of the Software to perform in accordance with ThinkLabs's published specifications that degrades the use of the Software. "Fix" means the repair, patch, or replacement of an object or executable code within the Software to remedy an Error. "Resolution" means the provision of a Fix that remedies the Error or a permanent Workaround that restores acceptable functionality. "Service Hours" means the hours during which Support is available, as defined for each Severity Level in Section 2.3. "Severity Level" means the technical impact classification of an issue on system functionality, as defined below: "Severity 1 - Critical" means the production system is completely down or inaccessible, core business functions are unavailable, data loss or corruption is occurring, or a security breach is active, with no available Workaround. "Severity 2 - High" means major functionality is severely impaired, significant performance degradation affects multiple users, or core business functions are partially available but severely limited. A temporary Workaround may exist, but it is not sustainable for business operations. "Severity 3 - Medium" means non-critical functionality is impaired, the system is operational with reduced functionality affecting a limited number of users, and an acceptable Workaround is available. "Severity 4 - Low" means a minor issue with minimal business impact, including cosmetic issues, documentation errors, feature requests, or general questions about functionality. "Support" means: (a) The provision of Updates related to the Software; (b) technical assistance via telephone, email, or web portal regarding Software use, including clarification of functions, features, and documentation; and (c) Error verification, analysis, and correction. "Support Request" means a request for Support submitted by an Authorized Contact through approved channels regarding any Severity Level issue. "Update" means any update, enhancement, modification, bug-fix, patch, or Error correction that ThinkLabs makes generally available to production users of the Software for no additional fee. Updates shall be deemed Software for purposes of the Agreement. "Workaround" means a temporary change in procedures or configuration that allows Customer to avoid an Error without substantially impairing use of the Software. 2. Support Services 2.1 Support Center ThinkLabs shall maintain a technical support center to receive and manage Support Requests from Authorized Contacts. ThinkLabs shall assign appropriate Severity Levels based on the definitions herein and Customer input regarding business impact. 2.2 Support Request Management ThinkLabs shall: Acknowledge all Support Requests with a unique tracking number Log all relevant details in a ticketing system accessible to the Customer Provide regular status updates per the frequencies defined in Section 2.3 Maintain records of all service level metrics (as described in Section 2.3 below) and provide monthly performance reports 2.3 Service Level Commitments Severity Level Initial Response Target Update Frequency Resolution Target Support Availability Severity 1 30 minutes Every 2 hours 4 hours for Workaround, 24 hours for Resolution 24x7 Severity 2 2 hour Every 6 hours 8 Business Hours for Workaround, 48 hours for Resolution 24x7 Severity 3 2 business days Weekly 30 business days Business Hours Severity 4 5 business days Monthly Next release or 90 days Business Hours 2.4 Escalation Process Where ThinkLabs does not meet the above Service Level Commitments, the following role-based escalation shall apply: Severity Level Time Elapsed After Initial Response Target Escalation Level Severity 1 & 2 +90 minutes Support Manager Severity 1 & 2 +3 hours Director of Operations Severity 1 & 2 +4 hours CTO Severity 3 +2 business days Support Manager Severity 4 +5 business days Support Manager 2.5 Response Procedures Severity 1 & 2: ThinkLabs shall assign dedicated resources to work continuously using commercially reasonable efforts until a Workaround or Fix is provided. Severity 3: ThinkLabs shall work during Business Hours using commercially reasonable efforts to provide a Workaround or Fix. Severity 4: ThinkLabs shall use commercially reasonable efforts to address in the next Update release or provide a Fix or Workaround at ThinkLabs’s discretion. 2.6 Customer Responsibilities ThinkLabs’s ability to meet these Service Levels depends on the Customer fulfilling the following responsibilities: (a) Authorized Contacts: Assign between 2 and 4 trained individuals as Authorized Contacts for submitting Support Requests. All Support Requests must come from Authorized Contacts. The Customer shall maintain current contact information, including after-hours contacts for Severity 1 & 2 issues. (b) Information and Access: Provide enough information to reproduce reported Errors, such as error messages, logs, screenshots, and steps to reproduce. Grant ThinkLabs remote access to affected systems within 30 minutes for Severity 1 and within 2 hours for Severity 2 issues. (c) Environment: Keep supported Software versions up to date (not more than 2 major versions behind), maintain compatible infrastructure according to ThinkLabs’s specifications, and have a test environment for Error reproduction. (d) Timely Response: Implement ThinkLabs’s recommended Workarounds and Fixes within the specified timeframes. Respond to ThinkLabs’s requests within 1 hour for Severity 1 & 2 issues. Apply security patches as recommended by ThinkLabs within the specified timeframes. (e) Training: Ensure Authorized Contacts complete ThinkLabs’s Support training and stay knowledgeable about Software operations and Support procedures. (f) Communication: Use the signated Support channels (emergency hotline for Severity 1 & 2, portal/email for Severity 3 & 4). Designate a single point of contact for each active Severity 1 incident. Note: Failing to meet these responsibilities may lead to extended response times, and ThinkLabs’s Service Levels commitments may be suspended for the incidents involved. 3. Exclusions Support obligations do not extend to issues arising from: Modifications made by Customer or any third parties without ThinkLabs’s written approval Alterations to the Customer's operating environment that adversely affect the Software Operation of Software contrary to documentation or terms and conditions of this Agreement Failures not reproducible in ThinkLabs’s standard environment Customer-caused failures or third-party software/hardware conflicts Force majeure events Downtime or other issues during scheduled maintenance windows (to be specified upon quarterly) Services for excluded items may be provided at ThinkLabs’s then-current professional services rates. 4. Modifications Any modifications to these Service Levels or Support must be mutually agreed upon in writing by authorized representatives of both parties. EXHIBIT B STATEMENT OF WORK #____ This Statement of Work #____ is entered into by __________, a __________ corporation with a principal place of business at __________ (“Customer”), and ThinkLabs AI, Inc. (“ThinkLabs”), pursuant to that certain Order Form and related Enterprise Terms between the parties, dated as of __________ 202_ (the “Agreement”). This Statement of Work shall have no effect separate and apart from the Agreement, and all capitalized terms used herein without definition will have the same meanings as specified therefor in the Agreement. Customer and ThinkLabs agree as follows: Professional Services: Items to be Delivered: Fees: Special Provisions: N/A AGREED as of __________ 202_: thinklabs ai, Inc. CUSTOMER By: By: Name: Name: Title: Title: