Master Service Agreement

This Master Service Agreement ("Agreement") is entered into between Deck Software Inc., a corporation incorporated under the laws of Quebec, Canada, doing business as Datadeck ("Deck," "we," "us," or "our"), with its registered office at 180 Peel Street, Montreal, QC H3C 2G7, and the customer identified in the applicable Order Form or sign-up flow ("Customer," "you," or "your"). By accessing or using the Hosted Services, you agree to be bound by this Agreement.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• Access Credentials means usernames, passwords, API keys, tokens, and other authentication information provided by Deck to Customer for accessing the Hosted Services.
• API means the application programming interface(s) made available by Deck for programmatic access to the Hosted Services.
• Customer Data means all data, content, and materials that Customer or its end users submit, upload, or transmit through the Hosted Services, including but not limited to credentials, workflow configurations, and output generated by the Platform.
• Hosted Services means the cloud-based software platform, infrastructure, and related services provided by Deck under this Agreement, including the Platform, API, and Support Services.
• Platform means Deck's Computer Use agent platform, including the web application, SDK, and associated tools for provisioning isolated desktop VMs and operating software through AI agents.
• Order Form means any ordering document, online sign-up flow, or other mutually agreed form that specifies the Hosted Services, fees, and term.
• Support Services means the technical support and helpdesk services described in Section 5.
• Effective Date means the date on which Customer first accesses the Hosted Services or the date specified in the Order Form, whichever is earlier.

2. Term

This Agreement comes into force on the Effective Date and continues until terminated in accordance with Section 14. Unless otherwise specified in an Order Form, each subscription period shall be for the term specified therein and shall automatically renew for successive periods of the same length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current period.

3. Hosted Services

3.1 License Grant

Subject to Customer's compliance with this Agreement and payment of applicable fees, Deck grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Hosted Services during the Term, solely for Customer's internal business purposes.

3.2 Usage Restrictions

Customer shall not, and shall not permit any third party to:

• sublicense, resell, rent, lease, or otherwise distribute the Hosted Services or any part thereof;
• use the Hosted Services to build a competing product or service;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Hosted Services or any component thereof, except to the extent expressly permitted by applicable law;
• circumvent or disable any security or access control features of the Hosted Services;
• access or use the Hosted Services in any manner that violates applicable law or the rights of third parties;
• use the Hosted Services to transmit malware, spam, or other harmful or unlawful content;
• share Access Credentials with any unauthorized person or use Access Credentials for any purpose other than accessing the Hosted Services as permitted hereunder.

3.3 Access Credentials

Customer is responsible for maintaining the confidentiality of Access Credentials and for all activities that occur under Customer's account. Customer shall promptly notify Deck of any unauthorized access or use.

4. Scheduled Maintenance

Deck may perform scheduled maintenance on the Hosted Services. Deck will provide Customer with at least five (5) business days' advance notice of any scheduled maintenance that may result in material unavailability of the Hosted Services. Scheduled maintenance will be performed outside of Customer's business hours (9:00 AM to 6:00 PM, Customer's local time, Monday through Friday) to the extent reasonably practicable. Deck will use commercially reasonable efforts to limit scheduled maintenance to a maximum of four (4) hours per calendar month, except in the case of critical security patches or emergency fixes.

5. Support Services

Deck will provide helpdesk support for the Hosted Services during business hours (9:00 AM to 6:00 PM Eastern Time, Monday through Friday, excluding Deck-observed holidays). Support is available via email or through the in-app support channel. Deck will use commercially reasonable efforts to respond to support requests promptly. Support does not include:

• custom development, integration, or consulting services;
• support for third-party software or integrations not provided by Deck;
• training beyond documentation and help articles;
• issues arising from Customer's misuse, modification, or unauthorized use of the Hosted Services.

6. Customer Data

6.1 License to Deck

Customer grants Deck a non-exclusive, worldwide, royalty-free license to copy, store, transmit, display, and process Customer Data solely as necessary to provide, operate, maintain, and improve the Hosted Services and to perform Deck's obligations under this Agreement.

6.2 Backups and Retention

Deck will perform daily backups of Customer Data stored in the Hosted Services. Deck will retain backup copies for a period of thirty (30) days. Customer is responsible for exporting or backing up any Customer Data that Customer wishes to retain beyond the retention period or after termination of this Agreement.

6.3 Customer Responsibility

Customer represents and warrants that it has all necessary rights to provide Customer Data to Deck and that Customer Data does not infringe any third-party rights or violate applicable law. Customer is solely responsible for the accuracy and legality of Customer Data.

7. Intellectual Property

Deck retains all right, title, and interest in and to the Hosted Services, the Platform, and all related technology, documentation, and materials, including all intellectual property rights therein. Nothing in this Agreement transfers or assigns any intellectual property rights from Deck to Customer. Customer retains all right, title, and interest in and to Customer Data. Deck may use anonymized, aggregated data derived from usage of the Hosted Services for analytics, product improvement, and marketing purposes.

8. Charges and Payments

Customer shall pay all fees specified in the applicable Order Form or as otherwise agreed in writing. Unless otherwise specified, fees are due within ten (10) days of the invoice date. All fees are non-refundable except as expressly provided in this Agreement. Overdue amounts shall bear interest at the rate of eight percent (8%) per annum, or the maximum rate permitted by applicable law, whichever is lower. Customer shall be responsible for all taxes (other than Deck's income taxes) imposed on the Hosted Services, including sales, use, and value-added taxes.

9. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as necessary to perform its obligations under this Agreement or as required by law. "Confidential Information" means any non-public information disclosed by one party to the other, including business plans, pricing, technical data, and Customer Data. The obligations under this Section 9 shall survive for five (5) years after the termination or expiration of this Agreement, except that Confidential Information that constitutes a trade secret shall remain confidential for so long as it retains trade secret status.

10. Data Protection

Deck will process Customer Data in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Quebec Act respecting the protection of personal information in the private sector, as applicable. In the event of a personal data breach affecting Customer Data, Deck will notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, and will provide such information as Customer reasonably requires to assess the impact and comply with its own notification obligations. Customer has the right to audit Deck's compliance with data protection obligations upon reasonable notice, no more than once per year, subject to appropriate confidentiality undertakings.

11. Warranties

Each party represents and warrants that: (a) it has the legal authority to enter into and perform this Agreement; (b) it will comply with all applicable laws in performing its obligations hereunder. Deck further warrants that: (c) the Hosted Services will perform materially in accordance with the documentation provided by Deck; (d) Deck will use commercially reasonable efforts to ensure the Hosted Services are free of viruses, malware, and other harmful code; (e) Deck has the right to grant the license herein and the Hosted Services do not infringe any third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE HOSTED SERVICES ARE PROVIDED "AS IS" AND DECK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (A) ONE HUNDRED THOUSAND UNITED STATES DOLLARS (USD $100,000); OR (B) THE TOTAL FEES PAID BY CUSTOMER TO DECK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION 12 APPLY REGARDLESS OF THE THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH CASES, THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. The affected party shall use commercially reasonable efforts to mitigate the effect of such force majeure and shall resume performance as soon as practicable.

14. Termination

Either party may terminate this Agreement for material breach if the other party fails to cure such breach within thirty (30) days of receiving written notice. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or similar proceeding instituted against it. Upon termination, Customer's right to access and use the Hosted Services ceases immediately. Sections 6 (Customer Data), 7 (Intellectual Property), 8 (Charges and Payments), 9 (Confidentiality), 12 (Limitations of Liability), and 16 (General) shall survive termination.

15. Modifications

Deck may modify this Agreement from time to time by providing commercially reasonable notice to Customer. Notice may be provided by email, in-app notification, or posting on Deck's website. If Customer objects to any modification, Customer may terminate this Agreement by providing written notice within thirty (30) days of the effective date of the modification. Customer's continued use of the Hosted Services after the objection period expires constitutes acceptance of the modified Agreement. If Customer terminates pursuant to this Section, Deck will provide a refund of any prepaid fees for the remainder of the then-current period.

16. General

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of laws principles. The exclusive jurisdiction for any disputes arising out of this Agreement shall be the state and federal courts located in New York County, New York. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any Order Forms and policies referenced herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. No waiver of any provision shall be effective unless in writing. Customer may not assign this Agreement without Deck's prior written consent; Deck may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any notice required under this Agreement shall be in writing and sent to the addresses set forth in the Order Form or as otherwise designated in writing.