MASTER SUBSCRIPTION AND SERVICES AGREEMENT

Last updated on August 31, 2026

This Master Subscription and Services Agreement (this “Agreement”) is entered into by and between Elementum Ltd, a Delaware corporation with its principal place of business at 344 West 13800 South, Suite 600, Draper, UT 84020 (“Elementum”), and the customer identified on the applicable Order Form or Statement of Work (“Customer”). This Agreement is effective as of the earlier of the execution date of the first Order Form or the first Statement of Work entered into by the parties that references this Agreement (the “Effective Date”). Elementum and Customer are each a “Party” and together the “Parties.”

Elementum has developed a proprietary workflow orchestration and automation platform (the “Platform”) that Customer’s personnel use to design, configure, and operate automated business workflows. Those workflows may, at Customer’s election, incorporate a decision point served by one or more Third-Party AI Models that Customer selects and controls. Elementum makes the Platform available on a subscription basis and, on request, provides implementation, configuration, training, and other professional services in connection with the Platform. The Parties agree as follows.

1. DEFINITIONS

Capitalized terms used in this Agreement have the meanings given below or elsewhere in this Agreement.

“Affiliate” means, with respect to a Party, any entity that controls, is controlled by, or is under common control with that Party, where “control” means direct or indirect ownership of more than 50% of the voting interests of an entity.

“Aggregate Data” means data derived from Customer Data and the operation of the Platform that has been aggregated and de-identified such that it does not identify Customer, any Permitted User, or any natural person, and cannot reasonably be used to do so.

“AI Output” means any content, analysis, recommendation, prediction, or other output generated by a Third-Party AI Model in connection with a workflow configured on the Platform.

“Confidential Information” has the meaning given in Section 5.2.

“Customer Data” means (i) data, files, or other content that Customer or a Permitted User inputs into, or makes available to Elementum for input into, the Platform, and (ii) reports and analytics generated by the Platform from the data described in (i). Customer Data does not include Aggregate Data.

“Deliverables” means the work product that a Statement of Work expressly and narrowly identifies as a deliverable to be provided to Customer, subject to Section 4.2.

“Documentation” means Elementum’s then-current end-user documentation for the Platform, as made generally available to subscribers.

“Elementum IP” means the Platform and all software, technology, models, algorithms, workflows, prompts, skills, harnesses, templates, tools, methodologies, and other materials that Elementum owns, licenses, or develops, including all improvements, derivatives, and enhancements of any of the foregoing, whether developed before, during, or independent of this Agreement, and including any developed in the course of performing Services. Elementum IP does not include Customer Data, Deliverables, or Customer’s own pre-existing intellectual property.

“Order Form” means an ordering document for subscription access to the Platform, executed by both Parties and referencing this Agreement.

“Permitted Users” means Customer’s employees and, subject to Section 3.2, contractors, in each case authorized by Customer to access the Platform and bound by confidentiality and use obligations at least as protective as those in this Agreement.

“Platform” means Elementum’s proprietary workflow orchestration and automation software product(s) made available to Customer under an Order Form, together with the Documentation. “Elementum Products” means the Platform.

“Services” means the implementation, configuration, enablement, training, and other professional services described in a Statement of Work.

“Services Term” means the period during which Elementum is engaged to perform Services under a given Statement of Work, as stated in that Statement of Work.

“Statement of Work” or “SOW” means a services ordering document, executed by both Parties and referencing this Agreement, that describes the scope of Services to be performed.

“Subscription Term” means the period of Customer’s subscription access to the Platform under a given Order Form, as stated in that Order Form.

“Third-Party AI Model” means a large language model or other artificial intelligence system developed, owned, or operated by a party other than Elementum and invoked within a workflow configured on the Platform, whether through Customer’s own arrangement with an AI provider or through an integration Elementum makes available.

2. AGREEMENT STRUCTURE AND PLATFORM NATURE

2.1 Order of Precedence

This Agreement, including its Exhibits, governs over every Order Form and Statement of Work. An Order Form or Statement of Work may modify a specific provision of this Agreement only by expressly identifying the section being modified; a general statement that the Order Form or Statement of Work controls is not effective for that purpose. Order Forms and Statements of Work may state commercial and scope terms — pricing, quantities, deliverables, milestones, and timelines — but may not add or vary legal terms except as this Section 2.1 permits. No term on Customer’s purchase order or other ordering document applies, whether or not Elementum accepts it, and any such term is void. Execution of an Order Form or Statement of Work is Customer’s agreement to be bound by this Agreement; neither is a stand-alone contract.

2.2 Independent Operation of Order Forms and Statements of Work

Each Order Form and each Statement of Work is a separate transaction. Expiration, termination, or breach of a single Order Form or Statement of Work does not constitute, in and of itself, the corresponding expiration, termination, or breach of this Agreement or any other Order Form or Statement of Work. Termination of this Agreement shall result in the termination of all then-active Order Forms and Statements of Work, provided that if the Parties terminate this Agreement for the purpose of replacing it with an updated master agreement, nothing in this Agreement shall prevent the Parties from agreeing to designate specific active Order Forms or Statements of Work to survive and be deemed incorporated into the replacement agreement.

2.3 Nature of the Platform

Elementum is a workflow orchestration and automation company, and does not develop, offer, or provide artificial intelligence, machine learning, or large language model technology. Where a workflow invokes a Third-Party AI Model: (a) Customer selects the model, whether through Customer’s own arrangement with an AI provider or through an integration Elementum makes available for Customer’s approval under Section 3.6; (b) Elementum’s role is limited to orchestrating the workflow, including providing the prompts, skills, and configuration logic that direct a call to the model and route its response; (c) Elementum does not develop, train, host, or control any Third-Party AI Model, and makes no representation or warranty regarding any AI Output; and (d) Customer is solely responsible for reviewing and acting on AI Output and for its own compliance with applicable law.

Elementum’s liability under this Agreement does not extend to the accuracy, output, availability, or behavior of any Third-Party AI Model, or to Customer’s reliance on AI Output, including with respect to categories of liability that are otherwise uncapped under Section 5.9. Nothing in this Agreement makes Elementum a party to, or responsible for, any agreement between Customer and a Third-Party AI Model provider.

3. SUBSCRIPTION TERMS

3.1 Grant of Access

Subject to this Agreement and the applicable Order Form, Elementum grants Customer a non-exclusive, non-transferable, term-limited right for Permitted Users to access and use the Platform during the Subscription Term, solely for Customer’s own internal business purposes. No license or other proprietary interest in the Platform, in its software code or otherwise, is granted under this Agreement, and no software is delivered to Customer. Customer is responsible for Permitted Users’ compliance with this Agreement and for maintaining the confidentiality of account credentials.

3.2 Contractors as Permitted Users

Customer may permit its independent contractors to act as Permitted Users, provided such contractors are not competitors of Elementum, are bound by confidentiality and use restrictions at least as protective as those in this Agreement, and Customer remains responsible for their compliance.

3.3 General Restrictions

Customer will not, and will not permit any third party to: (a) sell, resell, sublicense, rent, lease, or otherwise make the Platform available as a standalone product or service to any third party, provided that Customer’s use of the Platform to perform Customer’s own business, professional, or fiduciary services for Customer’s clients is not a violation of this Section 3.3(a); (b) use the Platform to build or support a product or service competitive with the Platform; (c) reverse engineer, decompile, or disassemble the Platform, except to the extent applicable law prohibits this restriction; (d) modify or create derivative works of the Platform; (e) remove or obscure any proprietary, warning, or confidentiality notice affixed to or displayed by the Platform; (f) use the Platform to transmit any unlawful, infringing, or malicious content; or (g) probe, scan, or test the security of the Platform, or otherwise interfere with or place unreasonable load on its infrastructure, without Elementum’s prior written authorization. Customer will not disclose to any third party, without Elementum’s prior written consent, any pricing terms or non-public performance information regarding the Platform.

3.4 Customer Data

As between the Parties, Customer owns all right, title, and interest in Customer Data. Customer grants Elementum a non-exclusive license to access, process, and otherwise use Customer Data solely as necessary to provide the Platform and Services, maintain security, and comply with law. Elementum will not use Customer Data for any other purpose.

3.5 Aggregate Data

Elementum may generate and use Aggregate Data for any business purpose, including to improve the Platform, provided the Aggregate Data does not identify Customer or any Permitted User. This right survives termination of this Agreement.

3.6 Third-Party AI Model Governance

Neither Elementum nor its subprocessors will use Customer Data to train an artificial intelligence or machine learning model without Customer’s prior written consent. Elementum will not enable a new or materially changed Third-Party AI Model integration to process Customer Data without Customer’s prior written approval. This Section 3.6 does not apply to a Third-Party AI Model that Customer independently selects and provisions through its own account or arrangement with an AI provider, which remains subject only to Section 2.3.

3.7 Support and Service Levels

Elementum will provide support and will use commercially reasonable efforts to make the Platform available in accordance with, and subject to, the terms set out in Exhibit C.

3.8 Subscription Fees and Payment

Customer will pay the fees stated in the applicable Order Form. Except as stated in the Order Form, fees are invoiced in advance and payable within thirty (30) days of the invoice date. Amounts not paid when due accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower. Customer must raise any billing dispute in writing within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute, and must pay all undisputed amounts when due; a dispute not timely raised is waived. Fees are exclusive of taxes, which are Customer’s responsibility (excluding taxes on Elementum’s net income). If Customer’s account is thirty (30) or more days overdue, Elementum may suspend access to the Platform on notice, without liability, until amounts due are paid.

3.9 Term and Renewal

Each Order Form begins on its stated start date and continues for its stated Subscription Term, automatically renewing for successive terms of equal length unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. Elementum may adjust fees effective upon any renewal term by giving Customer at least sixty (60) days’ written notice before the renewal date.

3.10 Termination for Cause

Either Party may terminate this Agreement, and all then-active Order Forms, on written notice if the other Party (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice describing the breach, provided that if the breach is not curable within thirty (30) days, the cure period is extended for so long as the breaching Party is diligently pursuing a cure pursuant to a written cure plan delivered within that thirty (30)-day period; (b) ceases operating in the ordinary course without a successor; or (c) becomes subject to a bankruptcy or insolvency proceeding not dismissed within sixty (60) days. A failure to meet a service level or delivery milestone under Exhibit C or a Statement of Work is not, by itself, a material breach of this Agreement; it is addressed through the remedies stated in Exhibit C or the applicable Statement of Work. Before either Party terminates for an uncured breach, the Parties’ senior executives will meet and negotiate in good faith for fifteen (15) days following the end of the cure period.

3.11 Effect of Termination

On expiration or termination of an Order Form, Customer’s right to access the Platform under that Order Form ends, and Elementum will remove or deactivate any Elementum-deployed components from Customer’s environment within a commercially reasonable period. Because the Platform operates within Customer’s own environment, Customer Data resides with Customer both during and after the Subscription Term, and Elementum has no obligation to return it. Any Customer Data or Aggregate Data that Elementum retains outside Customer’s environment — for example, in diagnostic logs or support records — will be handled under Elementum’s standard retention schedule and deleted within ninety (90) days of expiration or termination, except to the extent already reflected in Aggregate Data or retained as required by law.

3.12 Limited Warranty

Elementum warrants that the Platform will operate in material conformity with the Documentation. Customer must notify Elementum of any non-conformity within thirty (30) days of first becoming aware of it. Elementum’s sole obligation, and Customer’s sole remedy, for breach of this warranty is for Elementum to correct the non-conformity or provide a workaround; if Elementum determines this is not commercially practicable, Customer may terminate the affected Order Form and receive a refund of prepaid, unused fees. This warranty does not apply to access provided free of charge or on a trial or evaluation basis, or to non-conformity caused by misuse, unauthorized modification, or use with third-party systems not authorized by Elementum. This warranty does not extend to, and Elementum makes no warranty regarding, AI Output, which is addressed exclusively in Section 2.3.

3.13 Platform Provider’s Duty to Indemnify

Elementum will defend Customer against any third-party claim alleging that Customer’s authorized use of the Platform infringes that third party’s U.S. patent, copyright, or trademark, provided Customer promptly notifies Elementum of the claim, gives Elementum sole control of the defense and settlement subject to Section 5.8, and reasonably cooperates. If the Platform becomes, or Elementum believes is likely to become, the subject of such a claim, Elementum will, at its option: procure the right for Customer to continue use, modify or replace the Platform with a functionally equivalent alternative, or terminate the affected Order Form and refund Customer’s prepaid, unused Subscription Fees. This Section 3.13 does not apply to claims arising from (a) modification of the Platform by anyone other than Elementum, (b) combination of the Platform with products or services not provided by Elementum, (c) Customer Data, or (d) any Third-Party AI Model or AI Output. This Section 3.13, together with Section 5.9, states Elementum’s entire liability, and Customer’s sole remedy, for claims relating to the Platform, including infringement claims.

3.14 Subscribing Customer’s Duty to Indemnify

Customer will defend and indemnify Elementum against any third-party claim arising from (a) Customer Data, (b) Customer’s use of the Platform in violation of Section 3.3 or applicable law, or (c) Permitted Users’ use of the Platform, on the same procedural terms set out in Section 5.8.

4. PROFESSIONAL SERVICES TERMS

4.1 Statements of Work and Change Orders

Elementum will perform the Services described in each Statement of Work executed under this Agreement. A Statement of Work may set forth scope, fees, milestones, and delivery timelines, and, except as this Agreement expressly permits, may not vary the terms of this Agreement. No change to the scope, fees, or timeline of a Statement of Work is effective unless set forth in a written change order executed by both Parties, and neither Party is obligated to perform work described in a proposed change order prior to its execution.

4.2 Proprietary Rights

Ownership of Deliverables. Each Statement of Work will expressly and narrowly identify the Deliverables to be provided to Customer. Upon Elementum’s receipt of payment in full for the fees applicable to a Deliverable, Elementum assigns to Customer all right, title, and interest in that Deliverable, excluding any Elementum IP embodied in it. To the extent a Deliverable embodies Elementum IP, Elementum grants Customer a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and create derivative works of such Elementum IP as embodied in the Deliverable, for Customer’s internal business purposes.

Elementum IP Rights. Elementum retains all right, title, and interest in Elementum IP, including the Platform and its underlying technology, Elementum IP existing before or developed independent of the Statement of Work (including prompts, skills, harnesses, and configuration frameworks intended for reuse across Elementum’s customer base generally) and any tool, method, or know-how Elementum develops or improves in performing Services, whether or not embodied in a Deliverable. A Statement of Work may not narrow or expand a Party’s rights under this Section 4.2 without, to that effect, an amendment to this Agreement mutually agreed by the Parties.

Feedback & Suggestions. Customer may provide feedback and suggestions regarding the Platform or the Services, which shall be and remain Elementum IP. To the extent Customer may have a proprietary interest in some portion of the feedback or suggestions, Customer grants Elementum a non-exclusive, royalty-free license to use any feedback or suggestions Customer provides regarding the Platform or Services, without any obligation to Customer.

4.3 Acceptance

If a Statement of Work states acceptance criteria for a Deliverable, Customer will notify Elementum in writing within the acceptance period stated in the Statement of Work (or, if none is stated, within ten (10) business days of delivery) of any material non-conformity with those criteria, describing the non-conformity with reasonable specificity, in the absence of which the Deliverable shall be deemed accepted. Elementum will use commercially reasonable efforts to correct any timely-identified material non-conformity.

4.4 Fees and Invoicing

Services are billed on a time-and-materials or fixed-fee basis, or against milestones, as stated in the applicable Statement of Work. Elementum will invoice as stated in the Statement of Work or, if not stated, monthly in arrears for time-and-materials engagements and upon completion of each milestone for milestone-based engagements. Section 3.8 (payment terms, late fees, and billing disputes) applies to fees invoiced under this Section 4.

4.5 Personnel, Subcontractors, and Non-Solicitation

Elementum will assign qualified personnel to perform the Services and may use subcontractors, provided Elementum remains responsible for their performance. If a Statement of Work names key personnel, Elementum will give Customer reasonable advance notice before replacing them, except where a replacement is required for reasons outside Elementum’s control. During the Services Term and for twelve (12) months after, neither Party will solicit for employment any employee of the other Party who was directly involved in performing or receiving the Services, other than through general public advertising not targeted at that individual.

4.6 Term and Termination of Statements of Work

A Statement of Work continues for its stated Services Term. Section 3.10 (termination for cause) applies to Statements of Work as it applies to Order Forms, except that references to “Subscription Term” are read as references to “Services Term,” and termination of a Statement of Work for cause does not, by itself, terminate this Agreement, any Order Form, or any other Statement of Work.

4.7 Effect of Termination of a Statement of Work

On termination of a Statement of Work, Customer will pay for Services performed and expenses reasonably incurred through the effective date of termination. Sections 4.2 (Deliverables; Intellectual Property) and 4.5 (Personnel; Subcontractors; Non-Solicitation) survive termination of the applicable Statement of Work.

4.8 Services Warranty

Elementum warrants that it will perform the Services in a competent and workmanlike manner consistent with generally recognized industry practice for similar services, and in compliance with applicable law. This warranty exists regardless of whether a particular Statement of Work restates it, and is not disclaimed or narrowed by anything in a Statement of Work unless the Statement of Work expressly amends this Section 4.8 by section reference. Customer’s sole remedy for breach of this warranty is re-performance of the non-conforming Services or, if re-performance is not commercially practicable, a refund of fees paid for the non-conforming Services. This warranty does not apply to Services provided free of charge, and does not extend to AI Output, which is addressed exclusively in Section 2.3.

4.9 Services Indemnification

Elementum will defend Customer against any third-party claim alleging that a Deliverable, as delivered by Elementum and used in accordance with this Agreement, infringes that third party’s U.S. patent, copyright, or trademark, on the same terms as Section 3.13. Customer will defend and indemnify Elementum against any third-party claim arising from Customer Data, Customer’s materials provided for use in the Services, or Customer’s breach of Section 3.3 or applicable law, on the same procedural terms set out in Section 5.8.

5. GENERAL TERMS

5.1 Ownership

As between the Parties, Elementum owns all right, title, and interest in Elementum IP. Except for the limited rights expressly granted in this Agreement, no rights in Elementum IP are granted or transferred to Customer, whether by implication, estoppel, or otherwise.

5.2 Confidentiality

“Confidential Information” means non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally or in writing, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including the terms of this Agreement, Customer Data, and Elementum’s pricing and non-public product information. Confidential Information does not include information that the Receiving Party can document (a) was rightfully known to it before disclosure, (b) becomes public through no fault of the Receiving Party, (c) is rightfully received from a third party without duty of confidentiality, or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party will use the Disclosing Party’s Confidential Information only to perform under, or exercise its rights under, this Agreement, and will protect it using at least the same degree of care it uses for its own confidential information of similar importance, but no less than reasonable care. The Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors with a need to know, provided they are bound by confidentiality obligations at least as protective as this Section 5.2. If the Receiving Party is required by law or legal process to disclose Confidential Information, it will, where legally permitted, give the Disclosing Party prompt notice and reasonable cooperation to seek protective treatment; this does not restrict a Party from making a disclosure to a regulator that has jurisdiction over it, provided the Party gives the Disclosing Party notice concurrent with or as promptly as practicable after the disclosure to the extent legally permitted.

Upon the Disclosing Party’s written request, or upon termination or expiration of this Agreement, the Receiving Party will promptly return or destroy all Confidential Information in its possession and, on request, certify such return or destruction in writing, except that the Receiving Party may retain copies (a) required to be retained by applicable law, regulation, or professional standard, (b) retained pursuant to a governmental or regulatory order or requirement, or (c) retained in the Receiving Party’s standard automated backup or archival systems that are not accessible in the ordinary course of business, provided such copies are deleted or overwritten in accordance with the Receiving Party’s normal retention schedule and are not accessed or used except as necessary to restore from backup. Confidential Information retained under clauses (a) through (c) remains subject to this Section 5.2 for as long as it is retained.

The obligations in this Section 5.2 continue for five (5) years after termination or expiration of this Agreement, except that Confidential Information that constitutes a trade secret under applicable law remains protected for as long as it remains a trade secret. Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive relief, in addition to other available remedies, without posting a bond.

5.3 Data Security

Elementum will maintain a written information security program with administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Elementum will maintain an annual SOC 2 Type II report (AICPA standards) covering the Platform and, on Customer’s written request no more than once per year, will make a current copy available to Customer as Elementum’s Confidential Information. Elementum will notify Customer of a confirmed breach of security resulting in unauthorized access to Customer Data as promptly as reasonably practicable, and in no event later than seventy-two (72) hours after Elementum becomes aware of it, and will cooperate with Customer’s reasonable investigation. Elementum may engage subprocessors to help provide the Platform and Services and remains responsible for their performance to the same extent as if Elementum performed the applicable function itself.

5.4 Data Processing

To the extent Customer Data includes personal data subject to the EU/UK General Data Protection Regulation, the California Consumer Privacy Act, or a similar data protection law, the terms of the Data Processing Addendum at Exhibit D apply and are incorporated by reference. For CCPA purposes, Elementum acts as Customer’s “service provider” and will not sell or share personal information, or use it for any purpose other than providing the Platform and Services, as further described in Exhibit D.

5.5 Representations and Warranties

Each Party represents that it has full corporate power and authority to enter into this Agreement and that this Agreement is a valid and binding obligation of that Party. Customer represents that it has all rights necessary to provide Customer Data to Elementum and that Customer’s use of the Platform and Services will comply with applicable law.

5.6 Insurance

During the term of this Agreement, Elementum will maintain, at its own expense: (a) commercial general liability insurance with limits of at least $1,000,000 per occurrence / $2,000,000 aggregate; (b) technology errors and omissions / cyber liability insurance with limits of at least $2,000,000 per claim / $2,000,000 aggregate; and (c) workers’ compensation insurance as required by applicable law, with employer’s liability coverage of at least $1,000,000. Elementum will provide a certificate of insurance evidencing this coverage on Customer’s reasonable request.

5.7 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 3.12 (LIMITED WARRANTY) AND SECTION 4.8 (SERVICES WARRANTY), THE PLATFORM AND SERVICES ARE PROVIDED “AS IS,” AND ELEMENTUM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ELEMENTUM DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT. AS STATED IN SECTION 2.3, ELEMENTUM MAKES NO WARRANTY OF ANY KIND REGARDING ANY THIRD-PARTY AI MODEL OR AI OUTPUT.

5.8 Indemnification Procedure

Sections 3.13, 3.14, and 4.9 state the Parties’ indemnification obligations. As a condition to indemnification, the indemnified Party will (a) give the indemnifying Party prompt written notice of the claim, (b) give the indemnifying Party sole control of the defense and settlement of the claim, provided that a settlement that admits fault on behalf of, or imposes any obligation on, the indemnified Party requires the indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed, and (c) provide reasonable cooperation and information at the indemnifying Party’s expense. To the extent Elementum receives an indemnity, warranty, or similar protection from a subcontractor or subprocessor relating to a claim covered by Section 3.13 or 4.9, Elementum will pass through the benefit of that protection to Customer to the extent it is assignable or otherwise available.

5.9 Limitation of Liability

(a) Exclusion of Certain Damages. Except for the Excluded Claims defined in Section 5.9(d), neither Party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or loss of data, even if advised of the possibility of such damages.

(b) Limitation of Liability. Except for the Excluded Claims, each Party’s total liability arising out of or relating to this Agreement will not exceed the greater of (i) the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability, or (ii) $15,000.

(c) Subscription Claims. Notwithstanding Section 5.9(b), Customer’s sole and exclusive remedy for any claim arising out of or relating to Section 3 of this Agreement or an Order Form is a refund of Customer’s prepaid, unused Subscription Fees for the affected Order Form, except that a claim arising from Elementum’s breach of Section 5.3 (Data Security) is instead subject to the cap in Section 5.9(b), calculated using the greater of the fees described there or $50,000.

(d) Excluded Claims. “Excluded Claims” means: (i) a Party’s indemnification obligations under Section 3.13, 3.14, or 4.9; (ii) a breach of Section 5.2 (Confidentiality) or Section 3.3 (General Restrictions); (iii) a Party’s fraud, gross negligence, or willful misconduct; (iv) death or bodily injury caused by a Party’s negligence; and (v) Customer’s payment obligations. Excluded Claims are not subject to the cap in Section 5.9(b), but remain subject to the exclusion in Section 5.9(a).

(e) AI/Model Conduct. Section 2.3 further limits Elementum’s liability with respect to any Third-Party AI Model or AI Output, Sections 5.9(a) through (d) notwithstanding.

5.10 Term, Termination, and Survival

This Agreement continues until all Order Forms and Statements of Work have expired or been terminated and neither Party has an active one in effect, or until terminated earlier under Section 3.10.

Survival. The following provisions survive expiration or termination of this Agreement: Article 1 (Definitions); Section 2.3 (Nature of the Platform); Section 3.3 (General Restrictions); Section 3.11 (Effect of Termination); Section 3.13 (Platform Provider’s Duty to Indemnify); Section 3.14 (Subscribing Customer’s Duty to Indemnify); Section 4.2 (Proprietary Rights); Section 4.5 (Personnel, Subcontractors, and Non-Solicitation); Section 4.9 (Services Indemnification); Section 5.1 (Ownership); Section 5.2 (Confidentiality); Section 5.4 (Data Processing); Section 5.7 (Disclaimer); Section 5.8 (Indemnification Procedure); Section 5.9 (Limitation of Liability); Section 5.11 (Governing Law & Jurisdiction); Section 5.14 (Notices); Section 5.15 (Publicity); Section 5.17 (Entire Agreement; Amendment); Section 5.19 (Compliance with Laws and Export Controls); and Section 5.20 (Interpretation). Any other provision that by its nature should survive also survives.

5.11 Governing Law & Jurisdiction

New York law governs this Agreement without regard to conflict-of-laws principles. Disputes are settled via JAMS arbitration in New York, New York, except claims for injunctive relief or IP rights may be brought in a court of competent jurisdiction. The Parties submit to the jurisdiction of the state and federal courts located in New York, New York.

5.12 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except that either Party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if Customer is acquired by, or merges with, an entity whose primary business directly competes with the Platform, Elementum may terminate this Agreement on written notice given within ninety (90) days after Elementum becomes aware of the transaction, subject to a pro-rata refund of prepaid, unused Subscription Fees. Any purported assignment in violation of this Section 5.12 is void. This Agreement binds and benefits the Parties’ permitted successors and assigns.

5.13 Force Majeure

Neither Party is liable for a failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, pandemic, labor action, internet or utility failure, or governmental action (a “Force Majeure Event”). The affected Party’s performance obligations are suspended, and any affected deadline or term is extended, for the duration of the Force Majeure Event, and fees for the affected period are abated in proportion to the Services or subscription access not received. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order Form or Statement of Work on notice, and Elementum will refund prepaid fees for services or access not received.

5.14 Notices

Notices must be in writing and delivered to the address stated in the applicable Order Form or Statement of Work (or as updated by written notice), and are effective on hand delivery, the next business day after dispatch by nationally recognized overnight courier, or the second business day after dispatch by certified mail. Notices to Elementum regarding this Agreement may also be sent to legal@elementum.ai, with a courtesy copy to the address above, and are effective on actual receipt.

5.15 Publicity

Neither Party will issue a press release or make a public statement about the other Party’s use of, or provision of, the Platform or Services without the other Party’s prior written consent, except that Customer authorizes Elementum to identify Customer by name and logo in a general list of Elementum customers on Elementum’s website and in sales and marketing materials; Customer may revoke this authorization on written notice, effective for new uses after the notice.

5.16 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither Party has authority to bind the other.

5.17 Entire Agreement; Amendment

This Agreement, together with all Exhibits, Order Forms, and Statements of Work, is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, written or oral, regarding that subject matter. This Agreement may be amended only by a written instrument signed by both Parties that expressly identifies the sections being amended. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remainder of this Agreement remains in effect.

5.18 Counterparts

This Agreement, and any Order Form or Statement of Work, may be executed in counterparts and by electronic signature (including DocuSign or a comparable service), each of which is an original and all of which together are one instrument.

5.19 Compliance with Laws and Export Controls

Each Party will comply with applicable law in performing this Agreement. Customer will not use the Platform in violation of U.S. export control or sanctions laws, and represents that it is not located in, or ordinarily resident in, a country subject to comprehensive U.S. sanctions, and is not a party with whom U.S. persons are prohibited from transacting.

5.20 Interpretation

Headings are for convenience only. “Including” means “including without limitation.” References to “days” mean calendar days unless stated as “business days.”

EXHIBIT A — FORM OF ORDER FORM

ELEMENTUM LTD — ORDER FORM

This Order Form is entered into by and between Elementum Ltd, with its principal place of business at 344 West 13800 South, Suite 600, Draper, Utah 84020 (“Elementum”), and the Customer listed below (“Customer”), and is governed by and incorporated into the Master Subscription and Services Agreement between the parties (the “Agreement”).

Terms of Service: This Order Form is subject to the terms of the Agreement.

Fees: The fees to access the Elementum Products and Services are as follows:

Fees may be paid (a) through a marketplace capacity drawdown program made available by Customer’s cloud provider, (b) directly between Elementum and Customer, or (c) through a combination of (a) and (b). Invoices will be sent as of the Effective Date.

For the Subscription Term, Customer shall have access to [___]. Customer may utilize up to [___] records and up to [___] actions as identified within the Products. [See Exhibit B for related professional services, if any.]

This Order Form is accepted and agreed to by the authorized representative of each party as of the Effective Date.

EXHIBIT B — FORM OF STATEMENT OF WORK

elementum

STATEMENT OF WORK

[Engagement Name]

Implementation Services under the Master Subscription and Services Agreement

Prepared for [Customer Legal Name]

1. Introduction

This Statement of Work (“SOW”) is entered into by and between [Customer Legal Name] (“Customer”) and Elementum Ltd (“Elementum”) as of the SOW Effective Date stated above. This SOW is subject to, and forms part of, the Agreement. All capitalized terms not defined in this SOW have the meaning given to them in the Agreement.

In the event of a conflict between this SOW and the Agreement, the Agreement controls, except where this SOW expressly states that it varies a term of the Agreement for the Services described herein.

This SOW covers implementation services only. Subscription entitlements are set out in the applicable Order Form.

2. Executive Summary

[Background on the engagement and the business problem it addresses.]

3. Scope of Services

The Services under this SOW are bounded to the following categories: [___]. Categories outside this list are addressed through the Change Order Process described in Section 7.

3.1 [Workstream One — description of the first component of Services.]

3.2 [Workstream Two — description of the second component of Services, if any.]

4. Deliverables

The items identified below are the Deliverables under this SOW. They are subject to the definition of “Deliverables” in the Agreement; Elementum IP, the Platform, and rights in each are governed by Section 4.2 of the Agreement and are not varied by this SOW.

5. Warranty Support Period

Following deployment, Elementum will provide a [___]-week period consisting of prioritized issue triage, defect resolution, and configuration adjustments within the Scope of Services. Issues are classified using the severity definitions in Appendix A. After this period, support transitions to the terms of Exhibit C to the Agreement and any applicable support subscription.

6. Timeline and Milestones

Phase durations are estimates and are confirmed at kickoff; milestone completion dates are recorded in the fee table once the schedule is fixed.

7. Change Order Process

Either party may propose a change to the scope, deliverables, timeline, or fees of this SOW. Proposed changes are documented in a written change order describing the change, its reason, and its impact on schedule and fees, in substantially the form of Appendix B. No change is effective until the change order is signed by authorized representatives of both parties. Elementum is not obligated to perform, and Customer is not obligated to pay for, work outside this SOW absent an executed change order, including any item listed under Out of Scope.

8. Assumptions and Customer Responsibilities

[Customer will designate a project sponsor and subject-matter experts with authority to make configuration decisions.]

[Customer will provide the environment access, credentials, and data required for the Services before the applicable phase begins; delays extend the timeline day-for-day.]

[Final decisions on business, commercial, and acceptance matters remain with Customer; the Platform surfaces recommendations and does not make binding decisions.]

Out of Scope

[State what this SOW does not cover, including any adjacent capability a reasonable reader might otherwise assume is included.]

9. Acceptance and Success Measures

Acceptance is determined against the outcomes stated in this SOW, evidenced by [___]. Acceptance is outcome-based and is not measured by hours consumed.

10. Payment Terms

Fees under this SOW are invoiced upon acceptance of each milestone set forth in the fee table and are payable in accordance with Section 3.8 of the Agreement.

11. Professional Services Fees

Customer shall pay Elementum a [fixed fee of $[___] / time-and-materials fee] for the Services described herein, payable in installments upon acceptance of each milestone set forth below.

Work performed under an executed change order is charged at a blended rate of $[___] per hour unless the change order states otherwise. Charges are exclusive of applicable taxes.

12. Termination

This SOW may be terminated in accordance with Section 4.6 of the Agreement. Upon termination, Customer will pay for Services performed and Deliverables completed or in progress through the effective date of termination.

13. Signatures

The parties execute this SOW by their authorized representatives.

Appendix A — Issue Severity Definitions

The severity definitions below apply to issues raised during the Warranty Support Period described in Section 5.

Appendix B — Sample Change Order

The form below is provided as a sample. Change orders executed under this SOW will follow substantially this form.

Approved by the authorized representatives of both parties:

EXHIBIT C — SUPPORT AND SERVICE LEVEL TERMS

Elementum’s support scope, severity classifications, response and resolution targets, support hours, and system availability commitment are as published at elementum.ai/support (the “Support Policy”), which is incorporated into this Agreement by reference. Elementum may update the Support Policy from time to time, provided that no update will materially reduce the response times, resolution targets, or system availability commitment in effect as of the Effective Date of the applicable Order Form without Customer’s written consent. The version of the Support Policy in effect on the date of an alleged failure governs any claim relating to that failure.

EXHIBIT D — DATA PROCESSING ADDENDUM

[To be provided.]