Terms of Service

Effective Date: June 24th, 2026

These Terms form a binding contract between Customer and Ketryx when accepted by Customer (“acceptance”). Customer accepts these Terms by (1) signing an Order referencing these Terms; (2) clicking “I accept” or “I agree” (or similar button or checkbox) to these Terms when registering for services or placing an Order online; or (3) using the services. Unless agreed otherwise, These Terms are effective on the date of Customer’s acceptance. Use of the services is intended for persons eighteen (18) years of age or older. If CUSTOMER IS between thirteen (13) and seventeen (17) years of age, Customer may use the services under the supervision of Customer’s parent or legal guardian who has explained these Terms to CUSTOMER AND agrees to be bound to them on Customer’S behalf. CUSTOMER MAY not use the services if Customer IS under thirteen (13) years of age.

1. Definitions

“Affiliates” means (a) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (b) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (c) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

“Customer Data” means all data, information, software, and other materials submitted by Customer to the Services.

“Documentation” means any user guide, help information and other documentation and information regarding the Services that is delivered by Provider to Customer in electronic or other form, if any, including any updates provided by Provider from time to time.

“Ketryx Platform” means Ketryx proprietary software, provided as a web-based application for the purpose of providing access to and use of Ketryx Products.

“Ketryx Products” means the applications made available to Customer by Ketryx on the Ketryx Platform pursuant to an Order Form.

“Sensitive Personal Information” means an individual’s financial information, sexual orientation, political orientation, race, health or medical information protected under any health data protection laws or any other type of information protected as sensitive personal information or a special category of personal information under applicable data protection or privacy laws.

“Services” means Ketryx Platform, Ketryx Product, Professional Services, and Support Services made available by Provider to Customer as may be mutually agreed to by the parties in an Order Form.

“Subscriptions” means as detailed in Section 2.3 below.

“Subscription Term” means the period of time during which Customer is permitted to use the Services hereunder, as specified in the applicable Order Form and including all renewals or extensions thereof.

“Support Services” means the services as defined and detailed in the Service Level Agreement (the “SLA”).

2. Provider Services

2.1 Order Forms. This Agreement will be implemented through one or more written orders that reference this Agreement (Order Forms). Any change to the terms of this Agreement within an Order Form will apply only to the Services described therein. Provider may provide the Services directly, or indirectly using contractors or other third-party vendors or service providers. Customer may enter into Order Forms on behalf of its Affiliates, provided that Customer shall remain responsible and liable for all obligations under such Order Forms.

2.2 Services. Subject to all terms and conditions of this Agreement, Provider will provide the Services described in an applicable Order Form. Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right and license to use the Services and access the Ketryx Platform solely for Customer’s internal business purposes in accordance with the Documentation for the applicable term of the Order Form.

2.3 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) subscriptions may be added during a Subscription Term, with the term for such additional subscription(s) to be prorated for the portion of that Subscription Term remaining at the time the mid-term subscriptions are added, and (c) any added subscriptions will terminate on the same date as the Subscription Term.

2.4 Customer Data Access. Customer hereby grants to Provider a worldwide, non-exclusive, royalty-free license and right to use, copy, access, process, reproduce, modify, distribute and transmit the Customer Data for the purpose of providing the Services to Customer.

2.5 Account Access. Provider will provide Customer with access privileges that permit Customer to access and manage its Ketryx Platform account (“Customer Account”). Customer is solely responsible for the activity that occurs on the Customer Account, its IT environment, and for keeping the Customer Account password secure.

2.6 Professional Services. To the extent applicable, Provider will use commercially reasonable efforts to provide Customer with professional services which may include deployment and integration, consulting, development, and such other services as detailed in the Statement of Work (“SOW”).

2.7 Service Level Agreement. Provided that Customer is in compliance with the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to provide the Services in accordance with the SLA.

2.8 Modifications. Provider reserves the right to modify or discontinue the Ketryx Platform (in whole or in part) at any time by giving thirty (30) days’ prior written notice to Customer.

2.9 Feedback. All Customer (i) suggestions for correction, change or modification to the Ketryx Platform, (ii) evaluations, (iii) benchmark tests, and (iv) other feedback, information and reports provided to Provider hereunder (collectively, “Feedback”), will be the property of Provider.

3. Non-Provider Services

3.1 Acquisition of Non-Ketryx Products and Services. Ketryx or third parties may make available third-party products or services, including, for example, third-party applications and implementation, and other consulting services (“Non-Ketryx Services”). Any acquisition by Customer of such Non-Ketryx Services, and any exchange of data between Customer and any Non-Ketryx Services provider, is solely between Customer and the applicable Non-Ketryx Services provider. Ketryx does not warrant or support Non-Ketryx Services.

4. Proprietary Rights

4.1 Intellectual Property Rights to the Services and the Documentation. Except for the limited rights and licenses expressly granted to Customer hereunder, no other license or right are granted, no other use is permitted and Provider (and its licensors) shall retain all rights, title and interests to registered or unregistered worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications and moral rights (“Intellectual Property Rights”).

4.2 Restrictions. Except as expressly permitted in this Agreement, Customer shall not directly or indirectly (a) use any of Provider’s Intellectual Property Rights and/or Confidential Information to create any service, software, documentation or data that is similar to or competes with any aspect of the Services.

4.3 Intellectual Property Rights to the Customer Data. Except for the limited rights and licenses expressly granted to Provider under this Agreement, no other license is granted, no other use is permitted, and Customer shall retain all rights, title and interests (including all Intellectual Property Rights) in and to the Customer Data.

5. Data Privacy

5.1 Customer agrees to obtain and maintain all rights and permissions necessary for Customer use of the Services. Customer shall not to transmit or make otherwise available Sensitive Personal Information to the Services.

5.2 To the extent that, in connection with the Ketryx Platform or Services, Customer provides any Customer Data that contains “Personal Data” or “Personal Information,” Provider will process and maintain Customer Data consistent with its Data Processing Addendum.

5.3 Customer agrees that Provider shall have a perpetual, worldwide, non-exclusive, irrevocable right and license to use, store, copy, create derivatives, archive Customer Data (i) to create anonymized compilations and analyses of Customer Data (“Aggregate Data”).

6. Confidentiality

6.1 Confidentiality Obligations. During the term of this Agreement, from time to time, either party may disclose (“Disclosing Party”) to the other party (“Receiving Party”) confidential or proprietary information.

6.2 Confidentiality Exclusions. For purposes hereof, Confidential Information will not include any information that the Receiving Party can establish by convincing written evidence.

6.3 Required Disclosures. Nothing herein shall prevent a Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order.

6.4 Injunctive Relief. The parties acknowledge and agree that the disclosure of Confidential Information may result in irreparable harm.

7. Payments

7.1 Fees. Customer agrees to pay Provider all fees and expenses in the amounts and at the times specified in the applicable Order Form.

7.2 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature.

7.3 Payment Terms. Unless specified otherwise, all amounts due hereunder shall be paid in full within thirty (30) days following the invoice date.

8. Warranties and Disclaimers

8.1 General. Each party represents and warrants that: (a) it is a duly organized and validly existing under the laws of the jurisdiction in which it is organized;

8.2 Customer. Customer represents and warrants to Provider that Customer shall (a) be responsible and liable for the Customer Account.

8.3 Provider. Provider warrants that the Services will operate materially in accordance with the Documentation during the term of the applicable Order Form.

8.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR RESULT IN ANY OUTCOME.

9. Indemnification

9.1 Provider. Provider agrees to defend Customer against any claim by a third party that the Services infringe a valid US patent or any copyright.

9.2 Customer. Customer agrees to defend Provider against any claim by a third party that is related to (i) Provider’s authorized use of any Customer Data.

9.3 Procedures. Any claim for indemnification hereunder requires that (a) the indemnified party provides prompt written notice of the claim.

10. Limitations of Liability

10.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.

10.2 EXCEPT FOR ANY BREACH OF INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO PROVIDER BY CUSTOMER UNDER THIS AGREEMENT.

11. Term and Termination

11.1 This Agreement commences on the date of Acceptance and continues until all Subscription Terms hereunder have expired.

11.2 Term of Purchased Subscriptions. The Subscription Term shall be as specified in the applicable Order Form.

11.3 Termination. A party may terminate this Agreement if the other party becomes the subject of a petition in bankruptcy.

12. General Provisions

12.1 Entire Agreement. This Agreement (including the Order Forms) constitutes the entire agreement, supersedes all prior negotiations.

12.2 Governing Law. Each party agrees that this Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

12.3 Remedies. Each right and remedy in this Agreement is in addition to any other right or remedy.

12.4 Notices. All notices under this Agreement will be in writing and delivered to the parties.

12.5 Force Majeure. In the event that either party is prevented from performing, due to any cause beyond its reasonable control.