STACK AUTOMATION MASTER SUBSCRIPTION AGREEMENT

By using the service or clicking “Agree” you as customer are agreeing to be bound by this agreement and its Schedules (as well as the QualiSystems Stack Automation SLA Policy, Third Party Rights and Licenses and Privacy Policy all located at http://quali.com/legal, or to be provided to you upon written request, as applicable). If you are agreeing to this agreement on behalf of or for the benefit of your employer, company or any other entity or person, then you represent and warrant that you have the necessary authority to agree to this agreement on their behalf and you and they will remain fully liable, jointly and severally, as if they were the ones to directly agreeing to the terms herein.

This Stack Automation Master Subscription Agreement (the “Agreement”), dated as of _________, is by and between QualiSystems Ltd, and/or its affiliates (“Quali”), and ________________________ (including its affiliates, collectively, “Customer” or “You”) or anyone making use of the Services (as defined below) on Customer behalf including its employees, interested parties, contractors or any third party.

1. SCOPE OF AGREEMENT

This Agreement sets forth the terms under which Quali will provide to Customer access and usage of the cloud-based Services (as defined below) by way of  a cloud based licensed Stack Automation software hosted on a Service Hosting Facility (as defined below), including the Automation Assets  (as defined below) (“Software”) as further specified in this Agreement and the specific subscription model signed on in the specific purchase order separately signed between the parties (“Purchase Order”). “Service” means the Software provided by way of Software as a Service and all related services, including technical support and maintenance services, provided by Quali to Customer as further detailed in the Purchase Order. “Service Hosting Facility” means Amazon Web Service (AWS), on which the Services are hosted, or any other place where Quali may choose to host its Services from. “Automation Assets” means all automation scripts, infrastructure-as-code, configuration files, workflows, blueprints, grains, and related materials made available to Customer as part of the Software, regardless of whether authored by Quali or Cisco, and including all updates, modifications, and successor versions thereof provided under an active Software subscription.

2. SUBSCRIPTION AND LIMITATIONS

• Quali grants Customer a limited, non-exclusive, nontransferable, non-assignable, non-sublicensable, fully paid-up, revocable, worldwide license to use and access the Software through the Service, solely for Customer’s internal business purposes, on the applicable Customer cloud environments, according to the applicable amount and scope of the usage rights paid for under the applicable Purchased Order (“Authorized Usage”) and other limitations set forth in this Agreement (the “Stack Automation Subscription”), all for the applicable term paid for in the applicable Purchase Order (the “SubscriptionTerm”). Customer may make use of the Automation Assets solely for the Subscription Term, unless there is an extended use period of the Automation Assets detailed in Exhibit A. Customer use of the Software does not exceed the Authorized Usage as further detailed in the applicable Purchase Order, and Customer shall be obligated to pay Quali for any deviation and use beyond such Authorized Usage. All components of the Service or the Software are licensed hereunder, and no title in or to such matters pass to the Customer. Quali reserves all rights not expressly granted herein. Customer acknowledges that the Services and/or the Software maybe subject to limitations, such as, for example, but without limiting the generality of the foregoing, based on the number of Users, storage space, cloud deployments, environment concurrency, AI Feature usage, token-based limits, and other consumption or usage limits, all as further detailed in the Purchase Order or other applicable commercial terms. Customer will, at all times, ensure that its use and/or its Users’ use of the Services and the Software does not exceed the Authorized Usage. If Customer requires usage beyond the applicable limits, the parties shall agree on additional usage and applicable fees or other commercial terms.
• Restrictions. The Software should be used in accordance with the terms of this Agreement, and, with respect to the Automation Assets, also in accordance with Exhibit A, as well as the provided Documentation (as defined below). Except as expressly and unambiguously permitted by this Agreement and Exhibit A, Customer may not, nor permit anyone else to, directly or indirectly (in whole or in part): (a) copy or modify any Software or any Software source code, either alone or in conjunction with any other product or program; create derivative works of, make available, distribute, re-distribute, publicly perform, or display any part of the Software (including by incorporation into its services of products); or use Software to develop any service or product that is the same as (or substantially similar to) or competes with the Software; (b) exceed the scope of the Authorized Usage set forth in Section ‎1; (c) reverse compile or reverse assemble all or any portion of the Software; (d) access the Software for purposes of monitoring its availability, performance or functionality, or for any benchmarking or competitive purposes and/or for development of any competitive products or services; (e) distribute, disclose, market, rent, lease, lend, sublicense, or transfer to any third party the Software or use the Software in any timeshare, hosting or service bureau arrangement;(f) export the Software in violation of the U.S. export laws or any other applicable laws or regulations; (g) remove any identification, including copyright, trademark, patent or other notices, contained in or on the Software or Documentation; (h) use the Quali, Stack Automation or any other Quali name, logo or trademarks without a prior written consent from Quali; or (i) use the Software in any application or situation where any failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. Examples include using the Software for controlling the operation of: (i) equipment in any nuclear facilities; (ii) aircraft navigation, communications or flight control systems; (iii) air traffic control systems; (iv) mass transit systems; (v) medical equipment (but only in equipment with an FDA classification of 2 or 3, or an equivalent classification); or (vi) weapons systems. Quali may, immediately suspend or terminate Customer’s access or its Users’ access to the Service or the Software in case of breach of any of the above restrictions.
• Customer Access and Usage. Customer may authorize its Users (as defined below) to access the Services and/or the Software, which access must be for the sole internal benefit of Customer and in compliance with this Agreement and the Purchase Order. It is made clear that Customer is responsible and fully liable at all times for such Users’ compliance with this Agreement and the Purchase Order and for set up and management of such access and usage by such Users as further detailed in this Agreement and the Purchase Order.

“Users” means Customer’s employees, representatives, consultants, contractors and agents who Customer has authorized to use the Service and/or the Software only for Customer’s internal business needs and Customer’s sole benefit, subject to the terms of this Agreement as a result of a subscription having been purchased.

• Account Setup. In order to make use of the Services, Customer is required to register and have an account opened (“Account”) and be requested provide certain mandatory information, such as full name and email (“Registration Data”). Customer warrants to provide true, accurate, current and complete Registration Data as prompted by the registration process and to maintain the security and confidentiality of its user name and password and any other security or access information used by it to access Account. Customer agrees that the passwords shall be non-transferable. Customer further warrants not to impersonate another person in its use of the Account and to designate a person on its behalf to act as Account administrator for purpose of managing and overlooking the Account, including adding or erasing Users. Quali will not be liable for any losses or damage arising from unauthorized use of Customer’s Account, and Customer agrees to indemnify and hold Quali harmless for any improper or illegal use of Customer’s Account made by the Customer and anyone on their behalf.
• Quali or anyone on its behalf will not access Customer systems or cloud. Notwithstanding the forgoing, Customer understands that Quali’s obligations hereunder at times under this Agreement, including for the provision of the Services, updates, upgrades, Support and Maintenance may not be met without access to Customer’s computer systems and data stored in the Customer cloud, including Customer Data (as defined below), which shall be subject to the terms of this Agreement. Therefore, Customer agrees to provide Quali with remote access to its computer systems, data stored on the clouds, including Customer Data, and reasonable computer time and assistance as necessary to support its Account, to provide the Services or as necessary to comply with the law or a binding order of a governmental body in accordance with the terms set forth in this Agreement.
• Support. Quali provides Customer the Service under the terms of Quali’s then current Stack Automation Service Level Agreement (“Stack Automation SLA”) provided separately upon request, as may be amended from time to time.

3. CUSTOMER RESPONSIBILITIES FOR CUSTOMER DATA

• Customer Owned Data. All data, blueprints, policies and information and content submitted or uploaded by Customer and/or collected by the Service or the Software for use of the Service and/or all data and information made available to Quali in connection with this Agreement, including all title, interests and rights in connection therewith (“Customer Data”), remains the sole property of Customer, as between the parties. Customer grants Quali a limited, revocable, nonexclusive, non-assignable right to use and store the Customer Data solely for the purpose of providing the Services (but not in lieu of Customer’s sole liability for Customer Data storage), and to access, copy, store, process, edit, create derivative work of and make use of Customer Data (“Data License”), as well as access and use of Customer cloud environments and/or systems, all in accordance with the terms of this Agreement and solely for the purpose of providing the Services under this Agreement. As the exclusive owner of the Customer Data, Customer represents and warrants that it has obtained, and will maintain, all rights and authority, consents, permissions, and licenses necessary for granting the Data License, its systems and cloud environments as set forth in this Agreement. For the avoidance of doubt, it is made clear that such Customer Data will remain on Quali systems after expiry or termination of this Agreement for archival and backup purposes and to the extent required by applicable laws. Quali will not make use of such Customer Data for purpose of this Agreement after such date of expiry or termination of this Agreement, unless required by law or court ruling.
• It is acknowledged by both Parties that Customer alone controls what Customer Data is submitted to, or accessed by, the Service, and is fully and solely liable for such Customer Data and access and use of it by Quali or on its behalf, including its storage and what is in such Customer Data and Quali has no knowledge or way to know what such Customer Data contains.

4. INTELLECTUAL PROPERTY RIGHTS

• As between the parties, the Service, Software, Documentation and any other information, content, data or technologies provided by Quali as part of the provision of the Services are the exclusive property of Quali and its licensors, including the software code, scripts, Automation Assets, graphics, form, text, content of text, workflow processes, user interface, and designs, and all right, title and interest in and to such items, including all associated intellectual property rights, shall remain only with Quali. Customer shall not remove or modify any proprietary marking or restrictive legends in the Service, Software, Documentation and any other information provided by Quali. Quali reserves all rights not expressly granted herei
• If Quali receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Services, Software, Documentation and any other information provided by Quali (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Quali and such shall be considered Quali’s Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Quali all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Quali at its sole discretion, and that Quali in no way shall be obliged to make use of the Feedback.
• Quali owns and may use during and after the Subscription Term all anonymized and aggregate data within the Service or in relation to Customer’s use of the Services, only at a statistical level, regarding the level of use, performance of features of the Service or the Software (for example without limitation, location of access, number of access and times of access, duration of use, average time to resolution of an incident) for purposes of enhancing the Service or the Software as well as for technical support and other business purposes. The way this data is captured by Quali will not allow for re-identification.
• Quali, Stack Automation, Quali logo and all other Quali’s product names are trademarks which are or may be registered trademarks of Qualisystems Ltd and/or its affiliates. The absence of trademark from this list or the fact that a trademark is not registered does not constitute a waiver of Quali intellectual property rights concerning that trademark. All other company, brand and product names and logos are marks of their respective holders. Only upon receipt of Quali’s prior written consent, Customer will have the right to reference and use Quali’s name and trademarks and disclose the nature or existence of the Services provided hereunder.

5. PAYMENT

• Within 30 days of receipt of an invoice, Customer must pay all fees agreed to in the Purchase Order. Customer isresponsible for the payment of sales, use, withholding, VAT and taxes (Quali shall be responsible for income, employment and properties tax). This Agreement may contemplate one or more purchase orders for the Service, which are governed by the terms of this Agreement. If Customer does not pay the amounts due within 7 days of the due date, Quali may immediately suspend or terminate the Service, or both. All payments shall be made by Customer in the currency stated in the Purchase Order and in the payment method detailed therein or such other payment method as indicated by Quali. Payment obligations are non-cancellable and amounts paid are non-refundable. Any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of: (i) the rate of a half percent (0.5%) per month; or (ii) the highest amount permitted by applicable law. If Customer is legally required to withhold any income or remittance tax from amounts payable, then Customer: (a) will promptly notify Quali and the parties shall cooperate to mitigate any such withholding in accordance with applicable law; and (b) will provide Quali with the official receipt of payment of such taxes to the appropriate taxing authority. Customer will be responsible for payment of any withholding taxes and shall indemnify Quali from and against any claim for unpaid withholding taxes, interest and penalties, which may be claimed by the applicable tax authorities relating to payment of such taxes.
• In the event Customer and/or its Users (jointly), use the Services beyond the Authorized Usage, Quali shall have the right, including without limitation, at its sole discretion, to either charge Customer for Additional Usage Fee (as defined below) or suspend the Services.

“Additional Usage Fee” means the fee or fees identified on the applicable Purchase Order that will apply if Customer’s use of the Services beyond the Authorized Usage.

6. THIRD-PARTY COMPONENTS AND APPLICATIONS; AI TOOLS AND FEATURES

• Embedded Third-Party Components. The Service includes embedded Third-Party Components (as defined below) which are licensed to you as part of Quali Service and under applicable third party specific license terms and copyright notices provided separately upon request (“Third Party Rights and/or Licenses”, as applicable). Those terms shall govern the use of any such Third-Party Components with all respects.

“Third-Party Components” means components and software products that are an integral part of the Service but are owned or licensed by third parties, including but not limited to those listed on the Third Party Rights and/or Licenses.

• Integration and Use with Third-Party Applications or Services. The Services and/or Software may enable Customer, at Customer’s sole discretion, to integrate with third party services or applications including any AI tools or AI Features, and those integrations shall be at Customer responsibility and liability and are in no way or manner under the liability of Quali. Such third party services or applications are standalone and follow their own licenses and guidelines which Customer undertakes to abide by in the event Customer chooses to use such third party services or applications. Customer shall ensure and shall be solely and exclusively liable for ensuring that the use of such third-party Services or applications, including together with the Quali products and services, is in line with such third-party licenses and restrictions, as may be updated or change from time to time. Quali does not warrant any such third party providers or any of their products or services, or compliance with their licenses, whether or not such products, applications or services are designated by Quali as “certified,” “validated”, enabled to be used together with or through the Quali products or Services or otherwise or listed on pages within Quali’s website. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any application, product or service offered by such third party provider, is solely between Customer and such third-party provider. Customer shall fully indemnify Quali and be fully liable and responsible at all times for any claims by any such third party providers for any such use made, including in connection with the Servicers or the Software.
• If Customer installs or enables third-party services or application including but not limited to any AI tools and AI Features, for use with the Service or the Software, Quali may allow providers of those Third-Party Components, services or applications to access Customer Data as required for the interoperation of such Third-Party Components, services or applications with the Service, including any Personal Information (as defined below) that may be contained therein. Quali shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third-party application or  component  providers (including any Personal Information that may be contained therein). In addition, the Service or the Software may contain features designed to interoperate with Third-Party Components, services or applications (e.g., Github, GitLab,  Bitbucket or Jenkins applications). To use such features, Customer may be required to obtain access to such third-party services or applications from their providers. If the provider of any such third-party application or services ceases to make the third-party application available for interoperation with the corresponding Service features, Quali may cease providing such Service features without entitling Customer to any refund, credit, or other compensation.
• AI Features. For AI based features Quali may use third party AI products and services, including, OpenAI, and other similar third-party vendors, to provide Customer with certain AI features (collectively, the “AI Features“). Customer acknowledges and agrees that AI Features are enabled by default, provided, however, that Customer may elect at any time to opt out of the AI Features made available by Quali. If Customer does not opt out of such AI Features, Customer may elect to use Customer’s own API token in connection with its use of the AI Features. The use of AI Features is subject to the third party’s applicable terms and policies, including, without limitation, the Terms of Use of OpenAI, which can be found here and the Usage Polices. Quali encourages Customer to become familiar with such terms and policies before Customer uses any of the AI Features. Customer assumes all risks associated with the use of the AI Features. Customer acknowledges that any text or output may not be unique, and that other individuals or companies may generate the same or similar text or output via AI Features and that the output may derive from a variety of sources. Customer represents and warrants that Customer has all the necessary permissions and rights to do share the Customer Data with the AI Features, and that Customer has not and will not infringe, misappropriate or violate third party rights (including, without limitation, intellectual property rights, and proprietary or privacy rights) and/or applicable law. By using the AI Features, Customer hereby grants Quali a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use aggregated and de-identified data to improve Quali’s products and services. When using agentic services, Customer is solely responsible for the actions and tasks performed by the AI Features, including determining whether the AI Feature is appropriate for Customer’s use case, authorizing the AI Feature access to and connection with data, applications, and systems, and exercising judgment and supervision when and if the Service or AI Feature is used in production environments. Customer will not automatically bypass any requests for human confirmation. Customer shall ensure that it carefully test, review, and vet the suggestions and tips before Customer uses and/or implements them in production, as Customer would do with any code, tip, recommendation, and/or suggestion that incorporates material not originated by Customer. Notwithstanding anything to the contrary, for the error logs insights feature, Customer shall not include any confidential information, sensitive information, and/or personally identifiable information within the error logs.

7. REPRESENTATIONS AND WARRANTIES

• Quali represents that: (i) it will not materially decrease the overall security and the functionality of the Services and Software during the Subscription Term; (ii) the Services and Software will not introduce Malicious Code into Customers physical or virtual systems. “Malicious Code” means any code, files, scripts or programs designed to do harm (e.g. viruses, worms, time bombs, disabling code (other than for purpose of ensuring use in accordance with this Agreement) or trojan horses); (iii) the Services and Software will operate substantially in conformance with the Documentation. “Documentation” means the printed, paper, electronic or online user instructions and help files made available for use of the Services and Software; (iv) the Services and Software do not and will not infringe or misappropriate any third party’s intellectual property rights; (v) the Services and Software shall comply with all applicable laws; and (vi) it will perform all Services rendered hereunder, including support services, in a professional and workmanlike manner consistent with generally accepted industry standards.
• OTHER THAN THE WARRANTIES PROVIDED IN SECTION ‎‎1 ABOVE, THE SERVICE, SOFTWARE AND AI FEATURES ARE PROVIDED “AS IS”, AND “AS AVAILABLE”, AND QUALI DISCLAIMS ALL OTHERWARRANTIES, INCLUDING, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OR QUALITY OF SERVICE,ACCURACY, RELIABILITY, USEFULNESS, FUNCTIONALITY, AVAILABILITY. CUSTOMER ACKNOWLEDGES THATUSE OF SERVICE, SOFTWARE AND AI FEATURES MAY NOT BE UNINTERRUPTED OR ERROR FREE. QUALI MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, RELIABILITY, USEFULNESS, NON-INFRINGEMENT, OR SUITABILITY FOR CUSTOMER’S NEEDS OF ANY TEXT, DATA, OR OUTPUT PROVIDED BY THE AI FEATURES, INCLUDING ANY RECOMMENDATIONS OR TIPS. WHILE QUALI TAKES REASONABLE MEASURES TO SECURE THE SERVICE, QUALI DOES NOT GUARANTEE THAT THE SERVICECANNOT BE COMPROMISED. QUALI IS NOT LIABLE FOR ANY CONTENT USED WITH THE SERVICES,INCLUDING CUSTOMER DATA. QUALI IS NOT LIABLE FOR THIRD PARTY PRODUCTS OR SERVICES CUSTOMER USES OR ACCESSES THROUGH QUALI’S SOFTWARE, SERVICE AND AI FEATURE. QUALI IS NOTOBLIGATED TO MAINTAIN OR SUPPORT THE SERVICE OTHER THAN AS EXPLICITLY SET FORTH IN THISAGREEMENT INCLUDING NO BACKWARDS COMPATIBILITY. AT ANY TIME, THE SERVICE MAY NO LONGER BE AVAILABLE AND CUSTOMER MAY BE REQUIRED TO STOP USE FOLLOWING WRITTEN NOTICE FROM QUALI. THE SERVICES ARE PROVIDED THROUGH AWS CLOUD SERVICES (OR OTHER SERVICE HOSTINGFACILITY) AND QUALI DOES NOT WARRANT ANYTHING OUT OF ITS DIRECT CONTROL. THE SERVICES, SOFTWARE AND AI FEATURE WILL BE PROVIDED, SUBJECT TO SERVICE HOSTING FACILITY AND OTHER VENDORS THEN APPLICABLE TERMS OF USE.
• THIRD-PARTY WEB SERVICES, TECHNOLOGY, OR TOOLS THAT THE SERVICE OR ANY AI FEATURES INTEGRATE WITH MAY BE MADE AVAILABLE (“THIRD PARTY SERVICES”). QUALI HAS NO LIABILITY FOR THOSE THIRD PARTY SERVICES OR TECHNOLOGY, AND CUSTOMER’S CONTRACT WITH THAT THIRD PARTY SOLELY GOVERNS CUSTOMER’S ACCESS, PAYMENT AND USAGE. QUALI HAS NO LIABILITY FOR ANY THIRD PARTY SERVICES, TECHNOLOGY, OR ANY COMBINATION WITH THE SERVICES, SOFTWARE, ANY AI FEATURES, CUSTOMER DATA OR CUSTOMER SYSTEMS OR CLOUD SERVICES INCLUDING THE SERVICES INABILITY TO ACCESS SUCH SYSTEMS, CLOUD OR CUSTOMER DATA FOR ANY REASON NOT DUE TO QUALI. CUSTOMER SHALL INDEMNIFY QUALI FOR ANY DAMAGE ARISING FROM OR IN CONNECTION WITH SUCH THIRD PARTY SERVICES.

8. HOSTING SERVICES LIABILITY

• In case Customer will host theSoftware directly or through third-party hosting services, Customer acknowledges and agrees that it shall bear full responsibility and liability for any and all damages, losses, costs, expenses, or liabilities that may arise out of or in connection with such hosting.
• Customer agrees to promptly notify the Quali of any such issues that arise and to cooperate fully with Quali in resolving such issues. Despite any involvement or assistance by Quali in such a resolution, Customer shall remain solely responsible and liable for the consequences of hosting the Software.
• Customer further undertakes to implement and maintain all necessary and appropriate safeguards, security measures, and industry best practices to protect Software and to prevent any such issues from arising. Any failure by the Customer to meet this obligation may result in Quali taking any necessary steps, at the Customer’s expense, to protect the integrity and security of the Software.
• Customer agrees to indemnify, defend, and hold harmless Quali from and against any and all losses, damages, costs, expenses, or liabilities, including reasonable attorney’s fees, that Quali may incur as a result of the Customer’s hosting of the Software, whether directly or through a third party.

9. CONFIDENTIAL INFORMATION

• Definition of Confidential Information. Confidential Information  means  all non- public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or thatreasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including relating to the business affairs and practices of the Discloser (including information relating to its customers, financial information, products, strategy and business opportunities) or is intellectual property of the Discloser, will be considered and all such information shall be referred to collectively as “Confidential Information”). Quali’s Confidential Information includes, without limitation, the Service and Software (including without limitation, the Service user interface design and layout, blueprints and cost information), and Customer’s Confidential Information includes, without limitation, the Customer Data.
• Duties Regarding Confidential Information. The Recipient must use the same degree of care that it uses to protect theconfidentiality of its own Confidential Information (but in no event less than reasonable care) not to disclose or use anyConfidential Information of the Discloser for any purpose outside the scope of this Agreement. The Recipient shall limit accessto Confidential Information of Discloser to those of its employees and contractors (each, a “Representatives”), who need such access for exercising such rights and obligations pursuant to this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Agreement. The Recipient shall remain responsible at all times for any unauthorized use or disclosure of the Confidential Information by its Representatives and shall do all that is reasonably necessary to prevent any such unauthorized use or disclosure. If the Recipient becomes aware of any unauthorized use or disclosure of the Confidential Information by the Recipient, the Recipient shall: (i) immediately notify the Discloser in writing; and (ii) take all reasonable steps to remedy, prevent or stop the breach.
• Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public withoutbreach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser as evidenced by written records, without breach of any obligation owed to the Discloser; (iii) is received from a third partywho has the right to transfer or disclose it without breach of any obligation owed to Discloser under this Agreement; or (iv)was independently developed by the Recipient without use or access to the Confidential Information, as can bedemonstrated by written records. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to Discloser, if legally permitted, to enable Discloser to seek a protective order and do whatever is reasonably necessary to ensure that any Confidential Information disclosed is treated with confidence.

10. PRIVACY

• Quali’s Privacy Policy is available at http://quali.com/legal (“Privacy Policy”). Notwithstanding the above, it is made clear that Customer is not legally obligated to provide Quali any Personal Information, and Customer hereby confirms that providing Quali such Personal Information is at own free will.
• To the extent required by Customer, Customer shall download Quali’s Data Processing Agreement (“DPA”) which islocated at http://quali.com/legal and return it signed to Quali as described therein.

11. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIALDAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING WITHOUT LIMITATION, COSTSOF DELAY; LOSS OR UNAUTHORIZED ACCESS OF DATA OR INFORMATION; AND LOST PROFITS ORANTICIPATED COST SAVINGS, AND (II) QUALI’S TOTAL LIABILITY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO QUALI UNDER THIS AGREEMENT WITHIN THE 12 MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM; EXCEPT FOR QUALI INDEMNIFICATION OBLIGATION UNDER SECTION 12.1 BELOW, OR CLAIMS DUE TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND OR BREACH OF CONFIDENTIALITY, UNDER WHICH QUALI TOTAL LIABILITY WILL BE LIMITED TO THE LESSER OF: (A) 2 TIMES THE AMOUNT PAID BY CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT WITHIN THE 12 MONTHS PERIOD PRECEDING  THE  EVENT  WHICH GAVE RISE TO THE CLAIM; OR (B) $500,000.

12. INDEMNIFICATION

• Quali will, subject to final court ruling, defend, indemnify and hold harmless, at its expense, Customer together with its officers, directors, shareholders, agents and employees against any third-party actions, suits, demands, proceedings, claims, that the use of the Service, and/or Software, strictly in accordance with this Agreement, and not related to Customer Data, Customer systems and/or Customer cloud violates or misappropriates a copyright, patent, trademark or other intellectual property right of a third party. The above indemnification subject to Customer: (a) promptly notifying Quali of the claim in writing (provided that any delay or failure to provide such notice will not relieve Quali of its obligations except to the extent such delay or failure prejudices the defense of the claim); (b) cooperates in a commercially reasonable manner with Quali in the defense; (c) allows Quali to solely control the defense or settlement of the claim. Quali will only settle a claim without consulting Customer if it contains no admission of liability or financial obligation on the part of Customer; and (d) Customer will not admit any such claim or make any payments with respect to such claim without the prior written consent of Quali. Quali shall have no liability for any claim if the alleged claim results from: (i) an unauthorized modification of the Services or the Software by the Customer or anyone other than Quali or someone acting on its behalf, if a claim would not have occurred but for such modifications; (ii) is based on the combination of the Services or Software with software or equipment not supplied or approved by Quali where such combination forms the basis for such claim unless the combination was contemplated in Quali’s applicable Documentation; or  (iii) is based on the use of the Service or Software other than in accordance with this Agreement or the Documentation. Quali has no obligation for any claim arising from Customer Data. This Section states Quali’s entire liability and Customer exclusive remedy for such third party claims.
• In addition, to the extent that Quali believes that the Service and/or the License Software may infringe third party rights, Quali shall have the right at its sole option and expense to either: (i) provide Customer with an error correction or work-around that corrects the reported non-conformity without affecting the Services and/or Software functionality or performance; or (ii) obtain for Customer the right to continue using the Services and/or Software (or part thereof); provided, however, that if Quali determines such remedies to be impracticable within a reasonable period of time, Quali may terminate the Agreement for the affected Services and or Software (including any outstanding obligations with respect thereto) upon written notice to Customer and Customer shall be entitled to receive a pro-rated refund of any unused fees Customer has pre-paid for use of the Services and or Software for the remaining unused period following the termination date.
• Customer will indemnify, defend and hold harmless Quali and its affiliates and their respective officers, directors, agents and employees from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to: (i) Customer use of the Services, the Software, any AI Features, or any output generated through the AI Features, not in accordance with the terms under this Agreement, applicable laws, the Third Party Rights and/or Licenses or the AWS (or other Service Hosting Facility Terms (other than Quali liability to defend and settle third party claims as detailed in section 12.1 above) or which is related to Customer’s systems or customer’s cloud (including any third party service providers related thereto); or (ii) Customer Data, Customer’s systems or customer’s cloud (including any third party service providers related thereto) infringe third party intellectual property rights, privacy rights or any other applicable law. The above indemnification obligation shall be subject to the following conditions: (i) Customer is promptly notified in writing and furnished a copy of each communication notice or other action relating to the claim, suit or proceeding; (ii) at Customer’s sole expense, Customer is given by Quali authority, information and assistance necessary to defend or settle such claim suit or proceeding in such manner as Customer shall determinate; provided Customer will only settle a claim without consulting Quali if it contains no admission of  liability or financial obligation on the part of Quali; (iii) Customer is given sole control of the defense; and (iv) Quali will not admit any such claim or make any payments with respect to such claim without the prior written consent of Customer.
• THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND QUALI’S SOLE LIABILITY FOR ANY CLAIMS, INCLUDING INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. Other than as specifically stated above in Section 1, Customer agrees that Quali shall have no liability whatsoever for any use by Customer or its Users ofthe Services and/or the Software.

13. TERM AND TERMINATION

• Term. This Agreement and the applicable license continues until the applicable Purchase Orders expire and may not be terminated by Customer prior to expiration of such applicable Purchase Order term, except as provided in this Agreement.All fully paid for Purchase Orders and the applicable license related thereto automatically renew for additional 1year termsat the end of the applicable Subscription Term, unless a party has notified the other that it is not interested in suchrenewal at least 30 days prior to the expiration of the applicable Subscription Term.
• Termination for Material Breach and Bankruptcy. Each party may terminate this Agreement immediately upon written notice to the other party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within 10 days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be 7 days). Each party may terminate this Agreement upon written notice to the other party upon the occurrence of any of the following events in respect of such other party: (a) a receiver is appointed for the other party or its property, which appointment is not dismissed within 30 days; (b) the other party makes a general assignment for the benefit of its creditors; (c) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within 30 days; or (d) the other party is liquidating, dissolving or ceasing normal business operations. In any case of termination by Quali under this Section, Customer shall remain fully liable for all owed and unpaid fees to Quali and if necessary Quali shall issue a final invoice therefor.
• Effect of Termination. Upon termination of this Agreement for any reason: (a) Customer shall immediately cease all access and use of the Services and/or the Software thereunder (except for any express rights of Customer with respect to the Automation Assets that survive such termination pursuant to and to the extent expressly permitted under Exhibit A); (b) each party will permanently erase and/or return all property and any Confidential Information including any and all copies thereof, in all forms and types of media of the other party that in its possession or control. A party will confirm its compliance with this erasure or return requirement in writing upon a written request by the other party. Customer Data will, after expiry or termination of this Agreement, be permanently deleted or removed from Quali. Notwithstanding the foregoing, Quali shall be permitted to retain Customer Data that would be unreasonably burdensome to destroy (such as archived computer records) or to the extent required to comply with applicable law, rules or regulations, provided that any Customer Data so retained herein shall remain subject to the terms of this Agreement.

14. SUSPENSIONS AND AUDITS

• Suspension of Service Quali reserves the right to temporarily or permanently suspend the provision of the Service and/or Software: (a) if it in good faith believes that, as part of using the Service and/or Software, Customer or its Users have violated or may violate a law or any provision of this Agreement; (b) if Quali reasonably determines suspension is necessary to avoid material harm to Quali or its other customers, including if the Services’ cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Quali’s control; or (c) as required by law or at the request of governmental entities. Quali will attempt to provide prior notice, but not providing such prior notice shall not harm Quali immediate ability to suspend or terminate the Services and/or Software as detailed above. In no event will any such termination or suspension give rise to any liability of Quali to Customer for a refund or other compensation.
• Audit. Not more than once a year and upon Quali’s written request, Customer will furnish Quali with a certification signed by an officer of Customer verifying that the Software is being used pursuant to the terms of this Agreement.

15. GOVERNING LAW AND FORUM

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Any dispute arising out of or in connection with this Agreement shall be exclusively resolved by the courts located in Dover, Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

16. MISCELLANEOUS

• Further Contact. Quali may contact Customer regarding new Service features and offerings, including by way of email or any format Quali sees appropriate.
• Money Damages Insufficient. Violation of the other party’s intellectual property rights or confidentiality obligations could cause irreparable injury or harm to the other party. Accordingly, The other party may seek a court order to stop any breach or avoid any future breach, without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith.
• Entire Agreement and Changes. This Agreement, external documentation referred hereto such as, Stack Automation SLA and Documentation, the exhibits and each Purchase Order constitute the entire Agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. Neither party is relying on any representation concerning this subject matter, oral or written, not included in this Agreement and/or in the applicable Purchase Order. No representation, promise or inducement not included in this Agreement is binding. No modification of this agreement is effective unless both parties sign it or agree to it as part of an online electronic process, and any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it enforceable.
• No Assignment. Neither party may assign or transfer this Agreement or a Purchase Order in any way or manner including to a third party without the other party’s prior written consent, not to be unreasonably withheld; except that such consent shall not be required in connection with any merger, consolidation or reorganization or a sale of all or substantially all of such party’s business or assets relating to this Agreement to an unaffiliated third party.
• Independent Contractors. The parties are independent contractors with respect to each other.
• Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond their reasonable control, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood (a “Force Majeure Event”), provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto without undue delay and uses reasonable efforts to overcome such circumstances; and provided further that upon cessation of such Force Majeure Event such party shall thereupon promptly perform or complete the performance of its obligations hereunder. In the event that a Force Majeure Event makes performance of the obligations herein impossible to fulfil for a period of 30 days or more, a party (other than the non-performing Party) will be entitled to terminate this Agreement.
• Order of Precedence. If there is an inconsistency between this Agreement and the applicable Purchase Order, the applicable Purchase Order shall prevail.
• Survival of Terms and no CISG. Any and all provisions of this Agreement that, by their nature and content, must survive termination or expiration of this agreement, shall so survive its termination or expiration, including Sections 2.2, 3, 4, 5, 9, 11, 12, 13.3, 15 and 16.2 of this Agreement and Sections 2.2, 3 and 4 of Exhibit A. The UN Convention onContracts for the International Sale of Goods does not appl
• Export Control. Each party must comply with the export control laws of the United States and other applicablecountries.

EXHIBIT A

AUTOMATION ASSETS – RIGHTS AND RESTRICTIONS

This Exhibit forms an integral part of the Stack Automation Master Subscription Agreement by and between Quali and Customer (the “Agreement”). This Exhibit sets forth additional terms, conditions, rights, and restrictions applicable to the Automation Assets and shall be read together with, and as supplementing, the Agreement. Capitalized terms used but not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement. In the event of any conflict or inconsistency between the terms of this Exhibit and the terms of the Agreement, this Exhibit shall prevail solely with respect to the specific subject matter expressly addressed in this Exhibit, and only to the extent of such conflict or inconsistency.

1. DEFINITIONS
   • “CCU-Years” means the aggregate volume commitment calculated by multiplying the number of Concurrent Compute Units (CCUs) in a Purchase Order by the Subscription Term in years. By way of example, a subscription for 2,000 CCUs over a five-year term equals 10,000 CCU-Years. For the purpose of tier qualification, CCU-Years may be aggregated across successive non-refundable payments as described in Section 2.4 below.
   • “Cumulative Non-Refundable Commitment” means the aggregate of all non-refundable subscription payments made by Customer to date, expressed in years of subscription duration or CCU-Years as applicable, including amounts paid under prior annual or multi-year orders that have been fully paid and are non-refundable, regardless of the order structure under which they were originally placed.
   • “Derivative Work” means any modification, adaptation, customization, or extension of the Automation Assets created by Customer based on source code access granted under Tier 2 of this Exhibit.

2. TIERED ACCESS MODEL

Customer’s rights to the Automation Assets are determined by the applicable tiers detailed below, corresponding to Customer’s fulfillment of the applicable commitments detailed herein accordingly. Higher tiers include all rights of lower tiers.

• Tier 1 – for the term of an active Stack Automation Subscription. Any Customer holding a valid Stack Automation Subscription is entitled to execute and run the Automation Assets as part of Customer’s permitted use of the Software through the Service for Customer’s internal business purposes. Customer does not have access to the underlying source code of the Automation Assets under this tier. Automation Assets source code access requires an active subscription under Tier 2.
• Tier 2 – Qualification Criteria. Customer qualifies for Tier 2 upon satisfying any one of the following conditions: (a) Elapsed time: Customer has had an ongoing Stack Automation Subscription for three (3) or more consecutive years from the initial subscription activation date without lapse or interruption; (b) Upfront payment: Customer has made a single non-refundable upfront payment covering a Subscription Term of three (3) or more years, effective immediately upon receipt of such payment; or (c) CCU-Years: Customer’s Cumulative Non-Refundable Commitment equals or exceeds 10,000 CCU-Years, effective immediately upon the payment that crosses the threshold. Upon fulfilling the Tier 2 qualifying criteria detailed above, Customer receives access to the source code of the Automation Assets and the right to create Derivative Works of the Automation Assets solely for use within the Software and for Customer’s internal operations during the term of the Stack Automation Subscription. Automation Assets source code access and the right to use Derivative Works of the Automation Assets requires an active Stack Automation Subscription at all times and such right will lapse automatically upon expiration or cancellation of the Stack Automation Subscription. A Tier 2 Customer who does not renew its Stack Automation Subscription, does not retain rights to make use of the Automation Assets source code and/or the Derivative Work after the expiration of the Stack Automation Subscription.
• Effect of Early Cancellation. Early cancellation means termination of the Stack Automation Subscription by Customer (or by Quali due to breach by Customer) before the end of a paid subscription period or before the elapsed-time threshold for the relevant tier has been reached. Upon such early cancellation, the Stack Automation Subscription, the applicable license, and any rights that require an active Stack Automation Subscription will automatically terminate or lapse, as applicable, in accordance with Section 13.3 of the Agreement.
• Aggregation of Prior Payments. For the purpose of determining Cumulative Non-Refundable Commitment, all prior consecutive non-refundable Stack Automation Subscription payments made by Customer count toward the applicable threshold, regardless of whether those payments were made under annual orders, multi-year orders, or a combination. The moment the aggregate of all such non-refundable payments crosses the qualifying threshold for a tier, qualification for that tier is effective immediately. By way of illustration: a Customer who pays year one as an annual Stack Automation Subscription, then at the start of year two makes an upfront non-refundable payment for the following two years, he has a Cumulative Non-Refundable Commitment of three years at the point that second payment is received and qualifies for Tier 2 immediately at that time.

3. ADDITIONAL RESTRICTIONS APPLICABLE TO AUTOMATION ASSETS

Without derogating from Section 2.2 of the Agreement or any other restrictions set forth therein, the following additional restrictions apply to the Automation Assets and any Derivative Works. Regardless of tier, Customer shall not, and shall not permit any third party to: (a) access, use, copy, reproduce, modify, or otherwise exploit the Automation Assets or any Derivative Works except as expressly permitted under this Agreement, solely for Customer’s internal business operations and solely in connection with Customer’s permitted use of the Software and the Service; (b) distribute, sublicense, sell, resell, assign, transfer, disclose, publish, or otherwise make available the Automation Assets or any Derivative Works to any third party, whether as a standalone offering, bundled with any other product or service, or otherwise; (c) use the Automation Assets or any Derivative Works to provide managed services to third parties, except where all of the following apply: (i) the managed service is provided solely through Stack Automation under an active Stack Automation Subscription held by Customer, sized in a commercially reasonable manner for the scope and scale of the managed service; (ii) Customer does not pass, transfer, sublicense, or otherwise make available the Automation Assets or any Derivative Works to any third party, and no rights to the Automation Assets are conferred upon or acquired by any recipient of such managed service; and (iii) the managed service does not compete with, substitute for, or materially diminish the commercial opportunity of Stack Automation, Quali, or Cisco;  (d) use the Automation Assets or any Derivative Works in connection with any product, service or offering that competes with Stack Automation or any product or service offered by Quali or Cisco, or for the purpose of developing any competing product, service, or functionality; or (e) remove, alter, circumvent, or obscure any proprietary notices, copyright statements, license terms, or other markings or restrictions contained in or associated with the Automation Assets.

4. OWNERSHIP

Quali and Cisco retain all rights, title, and interest in and to the Automation Assets, including all intellectual property rights therein, in accordance with the terms of the Agreement governing the Stack Automation offering between Quali and Cisco. This Exhibit does not transfer or convey to Customer any ownership interest in the Automation Assets. Notwithstanding the above, Customer retains ownership of any Derivative Works it creates, subject to Quali’s and Cisco’s underlying ownership of the Automation Assets on which and related to which such Derivative Works are based.

Updated: August 10, 2026