Pienso EULA

Pursuant to the applicable SOW (as defined below), Customer (as defined in the Master Services Agreement with Lydonia Technologies, LLC (the MSA )) has purchased a license to access the Pienso Platform (as defined below) created by Pienso, Inc. ( Pienso ), and distributed by Lydonia Technologies, LLC on Pienso s behalf. This End User License Agreement (this EULA ) specifies the terms under which Customer may access and use the Pienso Platform.

Please read this EULA and the Data Processing Agreement attached as Exhibit A (the DPA ) carefully before accessing and using the Pienso Platform. BY ACCESSING AND USING THE PIENSO PLATFORM, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND DPA. IF CUSTOMER DOES NOT AGREE TO THIS EULA OR THE DPA, CUSTOMER MAY NOT ACCESS OR USE THE PIENSO PLATFORM OR ANY PORTION THEREOF UNDER ANY CIRCUMSTANCES.

1. Definitions.

Action means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

Authorized User means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Pienso Platform under the rights granted to Customer pursuant to this EULA and (ii) for whom access to the Pienso Platform has been purchased hereunder.

Destructive Elements means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Platform or any other associated software, firmware, hardware, computer system, or network (including, without limitation, Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Pienso Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Pienso Platform.

Documentation means the user guide, materials and description of the functionality and features of the Pienso Platform that is made publicly available at pienso.com or made available to Customer directly.

Intellectual Property Rights means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. Losses means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

SOW means the order form or statement of work placed with authorized reseller, Lydonia Technologies, LLC, and mutually accepted by the respective parties.

Pienso Platform means a platform offered by Pienso that is designed to provide machine learning capabilities and offers the following features: (a) Data Ingest , which allows for the upload and initial shaping of training data, (b) Core which allows for the use and creation of Machine Learning models ( Models ), and (c) Deploy which provides interfaces in which to analyze results of the Models, and allows for the Models to be connected to external applications via application programming interfaces ( APIs ).

Prohibited Content means content that: (i) is illegal under applicable Law; (ii) violates any third party s Intellectual Property Rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; (vii) contains Destructive Elements; or (viii) is otherwise objectionable to Pienso in Pienso s sole, but reasonable, discretion.

Term means the duration of the license to use the Pienso Platform, as stipulated in a SOW.

2. Pienso Platform.

(a) Subject to and conditioned on Customer s and it s Authorized User s compliance with the terms and conditions of this EULA, Pienso hereby grants Customer, a non-exclusive, non-transferable right to access and to use the Pienso Platform, solely for use by Authorized Users for Customer s internal business purposes and in connection with developing and deploying Models to analyze Customer Data. The total number of Authorized Users will not exceed the number set forth in the SOW, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the fees payable hereunder.

(b) Customer will have an administrative account to manage the use of the Pienso Platform and may provide each Authorized User with a user account to access and use the Pienso Platform.

(c) Customer is obligated to create and maintain unique access credentials for each Authorized User in connection with the use of the Pienso Platform under this EULA ( Access Credentials ). Customer will keep all Access Credentials secret and confidential. Customer will be responsible for all activities that occur while logged into the Pienso Platform under the Access Credentials.

(d) The Pienso Platform operates on, with, or using APIs and/or other services operated or provided by third parties. Subject to Section 2(a), Customer may connect the Pienso Platform with its or a third party s applications, products, services or websites that interoperate with the Pienso Platform ( Third-Party Products ), and Customer is responsible for: (i) acquiring Third-Party Products, (ii) accepting and complying with the applicable terms and conditions and privacy policy applicable to the Third-Party Products, (iii) obtaining access to Third-Party Products from their providers, and (iv) the use of such Third-Party Product and any data loss or other losses it may suffer as a result of using such Third-Party Product. Pienso does not make any representations or warranties regarding and does not support any Third-Party Products, whether or not they are recommended by Pienso or designated by Pienso as preferred, certified or otherwise, and shall have no liability or indemnification obligations for any claims, losses or damages arising out of or in connection with Customer s use of any Third-Party Product. If the provider of a Third-Party Product(s) ceases to make the Third-Party Product(s) available for interoperation with the Pienso Platform, Pienso does not guarantee the continued availability of such features.

3. Ownership and Licenses.

(a) Pienso Platform. Pienso owns and shall retain all right, title, and interest in and to: (i) the Pienso Platform, and all derivatives, modifications, updates, and enhancements herein, but excluding any Models created by Customer; and (ii) the Documentation.

(b) Models. Customer shall own and retain all right, title, and interest to the Models; however Customer understands and agrees that the Models will not function independently of the Pienso Platform. For clarification purposes, Customer acknowledges and agrees that Customer: (i) cannot use or access the Models created under this EULA unless it has a valid agreement with Pienso; and (ii) Models created by Customer are private by default, which means that only Customer and its Authorized Users have access to such Models in its environment. Pienso will not resell or reuse any private Model created by Customer. Customer agrees that it will not assert any claim or bring any action against Pienso or any Pienso users for infringement or misappropriation of any Intellectual Property Rights to any Models which are similar to, or the same as, any Models created by Customer.

(c) Customer Data. As between the Parties, Customer will retain all right, title and interest in and to all documents, messages, graphics, images, files, data and other information provided by Customer and transmitted and processed through the Pienso Platform, by Customer ( Customer Data ). Customer hereby grants to Pienso a worldwide, royalty-free, fully sublicensable, non-exclusive license to use and display the Customer Data solely for the purposes of providing the Pienso Platform to Customer and fulfilling its obligations. Customer will be solely responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired the Customer Data, and Customer s use of Customer Data.

(d) Usage Data. Pienso will compile (i) data, metrics, statistics and other information related to the performance, operation and Customer s use of the Pienso Platform, and (ii) data related to identifiable users usage of features and functionality within the Pienso Platform. Clauses (i) and (ii) are collectively referred to as Usage Data and are used for providing Pienso Platform during the Term and during and after the Term to create statistical analyses and for research and product development purposes. Pienso will own and retain all right, title, and interest in and to the Usage Data and may use Usage Data during and after the Term for the purposes of implementing, operating, maintaining and improving the Pienso Platform and fulfilling its obligations hereunder. Customer acknowledges and agrees that Pienso will use Usage Data (during and after the Term) for the purposes of implementing, maintaining and improving the Pienso Platform and fulfilling its obligations under this EULA. Pienso will treat Usage Data as Confidential.

(e) Feedback. If Customer or any of its employees, contractors or agents sends or transmits any communications or materials to Pienso by mail, email, telephone, or otherwise, suggesting or recommending changes to the Pienso Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ( Feedback ), Pienso is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Pienso on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Pienso is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

(f) Marks. During the term of this EULA, Customer grants to Pienso the right to use Customer s trade names, trademarks or logos (collectively, the Marks ), solely in connection with and to the extent necessary for the marketing, distribution and support of the Pienso Platform. Such use may include use of the Marks on Pienso s website and in marketing materials. All goodwill arising out of the use of the Marks by Pienso shall be on behalf of and shall inure to the benefit of Customer.

(g) Pienso may make modifications and updates to the Pienso Platform and the Documentation from time to time during the term of the EULA, provided that such modifications and updates shall not result in a material degradation of the functionality, performance, availability, security, or stability of the Pienso Platform.

(h) Reservation of Rights. Pienso reserves all rights not expressly granted to Customer in this EULA. Except for the limited rights and licenses expressly granted under this EULA, nothing in this EULA grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Pienso Platform, Documentation, or Pienso s Marks.

4. Compliance with Laws; Restrictions.

(a) Customer shall not use the Pienso Platform for any purposes beyond the scope of the access granted in this EULA. Other than expressly permitted in this EULA, Customer and any third party shall not, directly or indirectly cause or permit others to: (i) interfere or attempt to interfere with the proper working of the Pienso Platform or any other user s use of the Pienso Platform, including through abuse of server capacity; (ii) use the Pienso Platform for any fraudulent or unlawful purpose; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Pienso Platform or any software or data related to the Pienso Platform; (iv) copy, alter, modify, or create derivative works of the Pienso Platform or any software, source code, object code or underlying structure, or Documentation, or otherwise use the Pienso Platform in any way that violates the use restrictions contained in this EULA, including: building any products or services that are competitive to the Pienso Platform; or using features, or functions similar to those of the Pienso Platform; (v) sell, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Pienso Platform; (vi) remove or otherwise alter any proprietary notices or labels from the Pienso Platform or the Documentation or any portion thereof; (vii) bypass any measures Pienso may use to prevent or restrict access to the Pienso Platform (or other accounts, computer systems or networks connected to the Pienso Platform); (viii) scan or test for vulnerability of the Pienso Platform or related products and services without Pienso s prior written consent; (ix) use the Pienso Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates any applicable Law, or a third party s proprietary or contractual rights; or (x) introduce, post, or upload to the Pienso Platform any Prohibited Content.

(b) Customer acknowledges and agrees that Customer does not have the right to use the Pienso Platform for the benefit of third parties, including as service bureau, time-sharing or managed Pienso arrangement. Customer shall not permit Pienso competitors or individuals acting on behalf of a Pienso competitor, to access the Pienso Platform. The Pienso Platform may not be accessed for any benchmarking, comparative or competitive purposes.

(c) Notwithstanding anything to the contrary in this EULA, Pienso may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Pienso Platform if: (i) Pienso reasonably determines that (A) there is a threat or attack on the Pienso Platform; (B) Customer's or any Authorized User's use of the Pienso Platform disrupts or poses a security risk to the Pienso Platform or to any other Customer or vendor of Pienso; (C) Customer, or any Authorized User, is using the Pienso Platform for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Pienso's provision of the Pienso Platform to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of Pienso has suspended or terminated Pienso's access to or use of any Third-Party Services or products required to enable Customer to access the Pienso Platform; or (iii) for Customer s failure to pay Fees in accordance with the applicable SOW (any such suspension described in subclause (i), (ii), or (iii), a Service Suspension ). Pienso shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Pienso Platform following any Service Suspension. Pienso shall use commercially reasonable efforts to resume providing access to the Pienso Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Pienso will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

5. Confidentiality.

(a) In connection with this EULA, each party (as the Disclosing Party ) may disclose or make available Confidential Information to the other party (as the Receiving Party ). Confidential Information means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as confidential . During the Term of this Agreement, and for a period of three (3) years following the expiration or termination of this Agreement, the Receiving Party shall maintain the confidentiality of the Confidential Information using at least the same degree of care that such party uses to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Neither party will use or disclose any Confidential Information except as specifically contemplated herein, or other than to its employees, contractors or agents who need to know the Confidential Information for its performance of this Agreement and such employees, contractors or agents are bound by confidentiality obligations substantially similar to these herein. The Receiving Party shall ensure its employees , contractors and agents compliance with these confidentiality obligations and shall be responsible and liable for its employees , contractors and agents breach of these confidentiality obligations.

(b) Confidential Information does not include information that: (i) has been independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information; (ii) has become publicly known through no breach of this Section 5 by the Receiving Party; (iii) has been rightfully received by the Receiving Party, without obligation of confidentiality, from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the Disclosing Party; or (v) was known by the Receiving Party without obligation of confidentiality prior to receipt from the Disclosing Party. The disclosure by the Receiving Party of the Confidential Information will not be considered a breach of this section to the extent that such Confidential Information is required to be disclosed by a competent legal or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, assists in obtaining an order to protect the information from public disclosure (if legally permissible) and will only disclose that portion of Confidential Information that is legally required to be disclosed.

(c) The Parties acknowledge that any breach of this section may cause irreparable damage to the Disclosing Party, for which monetary damages will not provide adequate compensation. In addition to any other remedy available at Law or in equity, the Disclosing Party is entitled to seek specific performance and injunctive or other equitable relief against a breach or threatened breach of this section.

6. Security; Privacy.

(a) Subject to the terms of this EULA, Pienso will maintain commercially reasonable data security protections, including appropriate technical and organizational measures designed to ensure the security, privacy and confidentiality of Customer Data, and to protect the Pienso Platform from any unauthorized access or use. Pienso will also use industry standard technology designed to prevent the introduction of viruses or malicious code into the Pienso Platform. Customer will implement and maintain up-to-date and industry standard security measures with respect to its personnel, to protect the Pienso Platform from any unauthorized access or use, and to prevent the introduction of viruses or malicious code into the Pienso Platform.

(b) The DPA attached hereto as Exhibit A is hereby incorporated into the EULA by reference with respect to the Processing of such Personal Data.

(c) Pienso reserves the right to update the DPA, and any privacy and data security policies and measures referenced in the EULA during the term of this EULA. Pienso s updates to these policies will not result in a material degradation of the security, integrity, availability, or stability of the Pienso Platform.

7. Representations, Warranties, and Covenants.

(a) Customer represents and warrants that: (i) it has the full right, power and authority to enter into this EULA; (ii) this EULA is a valid and binding obligation of Customer; (iii) it shall comply with all Laws applicable to its respective obligations under this EULA; (iv) it has obtained and will maintain all necessary licenses, authorizations, approvals and consents to use, transmit and process Customer Data through the Pienso Platform so that, as received by Pienso and processed in accordance with this EULA, the Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law; and (v) Pienso is authorized to perform any transactions initiated through instructions given to Pienso and Customer understands that such transactions may contain personal data, and may be transmitted across international borders.

(b) Customer acknowledges and agrees that Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Pienso Platform; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ( Customer Systems ); (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the Pienso Platform directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

(c) Pienso Warranties; Disclaimer of Warranties.

(i) PIENSO REPRESENTS AND WARRANTS THAT DURING THE TERM, THE PIENSO PLATFORM WILL MATERIALLY CONFORM TO THE DOCUMENTATION.

(ii) THE PIENSO PLATFORM AND THE SERVICES ARE PROVIDED AS IS AND EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8(c)(i), PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PIENSO DOES NOT WARRANT THAT THE PIENSO PLATFORM WILL FUNCTION ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL MEET CUSTOMER S REQUIREMENTS. PIENSO IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PIENSO PLATFORM TO THE EXTENT ARISING FROM CUSTOMER S ACTIONS, CUSTOMER DATA, THIRD PARTY PRODUCTS, THIRD-PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES.

(iii) IN THE EVENT THAT CUSTOMER NOTIFIES PIENSO OF A FAILURE OF THE PIENSO PLATFORM TO CONFORM TO THE LIMITED WARRANTY UNDER 8(c)(i), CUSTOMER S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR PIENSO TO CORRECT THE NONCONFORMANCE WITHIN THIRTY (30) DAYS FROM THE DATE PIENSO RECEIVES WRITTEN NOTICE OF SUCH NON-CONFORMANCE. IF PIENSO CANNOT SUBSTANTIALLY FIX THE NON-CONFORMANCE IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY TERMINATE THE EULA AND PIENSO WILL ISSUE A REFUND FOR ANY UNUSED, PRE-PAID FEES FOLLOWING THE EFFECTIVE DATE OF THE TERMINATION.

(iv) THE PARTIES AGREE THAT IN USING THE PIENSO PLATFORM, SENSITIVE INFORMATION MAY TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES OR THIRD-PARTY PRODUCTS, WHICH ARE NOT UNDER PIENSO'S CONTROL. PIENSO EXPRESSLY DISCLAIMS ANY WARRANTIES RELATED TO THE THIRD-PARTY INFRASTRUCTURES OR THIRD-PARTY PRODUCTS.

(v) CUSTOMER ACKNOWLEDGES THAT PIENSO DOES NOT HAVE VISIBILITY OR ACCESS TO THE CUSTOMER DATA AND HAS NO LIABILITY RELATED TO THE CUSTOMER DATA OR THE MODELS OR CUSTOMER S USE OF THE CUSTOMER DATA ON THE PIENSO PLATFORM.

8. Limitation of Liability.

(a) IN NO EVENT WILL PIENSO OR ITS AFFILIATES BE LIABLE FOR ANY (a) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, ENHANCED OR EXEMPLARY DAMAGES (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL PIENSO S OR ITS AFFILIATES TOTAL LIABILITY TO CUSTOMER FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS EULA (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED IN THE AGGREGATE THE AMOUNTS PAID OR PAYABLE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

9. Indemnification.

(a) Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Pienso and its affiliates and their respective officers, directors, employees, and agents and their permitted successors and assigns (the Pienso Indemnitees ), from and against all Losses resulting from any Action by an unaffiliated third-party brought against Pienso Indemnitee which arises out of: (i) the Models created by Customer, including any Action related to the Models infringing or misappropriating any third party Intellectual Property Rights, proprietary rights or otherwise violating any third-party rights or any applicable Law; (ii) any representations, warranties, guarantees, or other acts or omissions made by or on behalf of Customer relating to the Pienso Platform other than as set forth in this EULA; (iii) any Customer Data, including any Action related to the Customer Data infringing or misappropriating such third party s Intellectual Property Rights, proprietary rights or violating any applicable Law; or (iv) any use of the Pienso Platform in violation of this EULA or applicable Law.

10. Term; Termination.

(a) This EULA will take effect on the effective date set forth in the applicable SOW or the first day that Customer is provided with access to the Pienso Platform, whichever comes first, and shall remain in force for so long as the Pienso Platform is provided to Customer pursuant to this EULA and the applicable SOW (and any renewal of the SOW) (the Term ), unless terminated earlier in accordance with this EULA or the MSA. A termination of this EULA will result in the termination of all SOWs related to the Pienso Platform in place as of the effective date of the termination; provided, however, that the termination or modification of a single SOW will not result in the termination or modification of this EULA.

(b) Either Party may terminate the EULA or any SOW: (i) upon written notice if the other Party materially breaches the EULA and such breach remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or (ii) immediately upon written notice to the other Party if the other party: (x) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (y) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (z) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (iii) upon the other party s dissolution or ceasing to do business.

(c) Survival. Sections 3 (Ownership and Licenses), 4 (Compliance with Laws; Restrictions), 5 (Confidentiality), 7 (Representations and Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10(c) (Survival), 11 (Assignment; Change of Control), 12 (Governing Law and Jurisdiction), 13 (Arbitration), 14 (Export Compliance), and any accrued rights to payment will survive any expiration or termination of this EULA.

(d) Upon termination or expiration of this EULA, all licensed rights granted under this EULA will immediately cease to exist, and Customer will immediately cease all its and Authorized User s use of the Pienso Platform, Models, and immediately remove any links to the Pienso Platform.

11. Assignment; Change of Control.

Customer may not assign this EULA or any, interest, or benefit under this EULA without the prior written consent of Pienso. Any assignment that violates the terms of this section shall be null and void. Subject to the foregoing, this EULA and any applicable SOW shall be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

12. Governing Law and Jurisdiction.

This EULA shall be governed by the Laws of the State of Delaware and the Parties agree to submit to the exclusive jurisdiction of, and venue in the courts of Arlington County, Virginia excluding its choice of law provisions. Notwithstanding Section 13 (Arbitration), each party shall have the right to pursue injunctive or other equitable relief at any time from a court of competent jurisdiction.

13. Arbitration.

Should a dispute arise under this EULA, the parties shall engage in good faith, informal dispute resolution for a period of thirty (30) days. The party claiming the dispute will deliver written notice to the other party. Within five (5) business days of receipt of such notice, the parties shall commence good faith discussions. Except to the extent necessary to prevent irreparable harm or to preserve rights or remedies, neither party will initiate arbitration or litigation until thirty (30) days after the first day of such written notice. Should the parties fail to resolve such dispute informally, they shall thereafter engage in binding arbitration conducted in accordance with the then-current Commercial Dispute Rules of JAMS/Endispute ( JAMS ) strictly in accordance with the terms of this EULA and the substantive Law of the State of Virginia and the United States under the following conditions: (i) the arbitration shall be held at the office of JAMS located in Arlington County, VA; (ii), it will be conducted by one arbitrator; (iii) it will be conducted in accordance with JAMS Optional Expedited Arbitration Procedures; and (iv) the binding arbitration shall be at the Parties joint and equal expense, with reasonable attorneys fees and costs awarded to the prevailing Party upon conclusion.

14. Export Compliance.

The Pienso Platform and derivatives thereof are subject to export controls and sanctions Laws of the United States and other jurisdictions (the Export Controls ). The parties will comply with all applicable Export Controls. Customer or its Authorized Users will not access or use the Pienso Platform in any manner that would cause any party to violate any Export Controls, including access or use the Pienso Platform in a U.S.-embargoed country or region, or process any data or use the Pienso Platform for any prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes).

15. Anti-Corruption.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this EULA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

16. Miscellaneous.

(a) Independent Contractors. Pienso is an independent contractor, and is not an agent, representative, employer, or employee of Customer.

(b) Entire EULA. The Parties agree that this EULA and the information which is incorporated into this EULA by written reference (including the DPA, and any reference to information contained in a URL or referenced policy, together with the applicable SOW is the complete EULA for the Pienso Platform and supersedes all prior contemporaneous EULAs or representations, written or oral regarding the Pienso Platform.

(c) Order of Precedence. In the event of any conflict between this EULA and the SOW, this EULA will take precedence. In the event of a conflict between this EULA and the DPA, the DPA shall take precedence.

(d) Waiver. The waiver of any breach or default of this EULA will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving Party. If any provision contained in this EULA is determined to be unenforceable in any respect, then such provision will be severed, and the remaining provisions of this EULA will remain in full force and effect. This EULA, and any Exhibits hereto, may be amended with the written consent of both Parties.

EXHIBIT A

Pienso Data Processing Agreement

This Data Processing Addendum ( DPA ) is incorporated into and is part of the End User License Agreement for the Pienso Platform ( EULA ) entered by and between Customer (as defined in the Master Services Agreement with Lydonia Technologies, LLC (the MSA ) and Pienso, Inc. ( Pienso ). The DPA sets out the terms that apply with regard to the Processing of Customer Personal Data (as defined below) by Pienso, on behalf of Customer, in the course of providing the Pienso Platform to Customer. In this DPA, each of Pienso and Customer shall be referred to as a Party , and together as the Parties .

All capitalized terms not defined in this DPA shall have the meaning set forth in the EULA.

1. DEFINITIONS

CCPA means the California Consumer Privacy Act of 2018, Cal. Civ. Code 1798.100 et. seq., as amended by the California Privacy Rights Act.

Customer Personal Data means Personal Data, Personal Information, nonpublic personal information, or other similar terms under Privacy Laws which Pienso received from, Processed on behalf of, or accessed through Customer.

Privacy Laws means any and all applicable domestic and foreign laws and regulations relating to the processing of Personal Data including the EU s General Data Protection Regulation (GDPR) (2016/679/EC) and the CCPA, including all law and regulations implementing or made under them and any amendment or re-enactment of them. The terms Controller , Personal Data , Process , Processor and Supervisory Authority shall have the meanings given to them in the GDPR or, where different Privacy Laws apply, as supplemented by comparable definitions in such Privacy Laws.

Data Subject means an identified or identifiable natural person. Where applicable, Data Subject shall be deemed as a "Consumer" as this term is defined under the CCPA.

Information Security Policy means the security documentation applicable to the Service purchased by Customer, as updated from time to time, as made reasonably available to Customer by Pienso.

Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data transmitted, stored or otherwise Processed by Pienso on behalf of Customer under the EULA, or as otherwise defined under comparable definitions in Privacy Laws.

Personnel means persons authorized by Pienso to Process Customer Personal Data.

Sensitive Data means Personal Data that is protected under a special legislation and requires unique treatment, such as special categories of data , sensitive data or other materially similar terms under applicable Privacy Laws.

Standard Contractual Clauses means the standard contractual clauses of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

Sub-Processor means any third party service provider engaged by Pienso that Processes Customer Personal Data on behalf of Customer under the instruction or supervision of Pienso.

UK GDPR means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).

2. DATA PROCESSING

a) This DPA shall apply when Pienso Processes Customer Personal Data under or in connection with the EULA. In this context, and for the purpose of GDPR and UK GDPR, Customer shall be the Controller and Pienso the Processor; or Customer the Processor and Pienso the Sub-Processor, as applicable. For the purposes of the CCPA, Customer shall be the Business and Pienso the Service Provider, or Customer the Service Provider and Pienso the Sub-Service Provider.

b) Pienso shall Process Customer Personal Data solely as necessary to provide Customer with the Pienso Platform as specified in the EULA.

c) Pienso shall Process Customer Personal Data solely on behalf of and in accordance with Customer s reasonable instructions. For the avoidance of doubt, Customer s instructions for the Processing of Customer Personal Data shall comply with Privacy Laws. Customer shall be solely responsible for securing any necessary permissions and consents, or other applicable lawful grounds, to permit the Processing of Customer Personal Data by Pienso pursuant to this DPA. Customer shall indemnify, defend and hold harmless Pienso against any claim or fine arising from the failure to acquire or use the Customer Personal Data with a legal basis or in violation of other data protection legal requirements. If, in Pienso s opinion, an instruction violates Privacy Laws, Pienso shall inform Customer and shall be under no obligation to follow such instruction, until the Parties have resolved the matter in good faith.

d) If Pienso cannot comply with an instruction from Customer, Pienso shall promptly inform Customer with details of the problem, and may temporarily cease all Processing of the affected Customer Personal Data, other than storing it securely. If the Parties cannot agree on a resolution to the issue in question and the costs thereof, either Party may terminate the EULA with respect to the affected Processing, and the effect of termination shall be governed by Section 12 of the EULA.

e) The Parties agree that the Pienso Platform are not intended for the Processing of Sensitive Data. If Customer wishes to use the Pienso Platform to Process Sensitive Data, it must obtain Pienso s explicit prior written consent and enter into any additional agreements as determined and specified by Pienso.

3. RETURN AND DELETION OF PERSONAL DATA

a) Pienso shall retain Customer Personal Data only for the duration of the EULA or as required to perform its obligations under the EULA. Upon termination or expiration of the EULA, Pienso shall (at Customer s election) return or to the fullest extent technically feasible delete all Customer Personal Data in its possession or control.

b) This requirement shall not apply to the extent Pienso is required or allowed by applicable law to retain some or all of the Customer Personal Data, or to Customer Personal Data it has archived on back-up systems (e.g., in the form of audit logs), which Customer Personal Data Pienso shall securely isolate and protect from any further Processing, except to the extent required by applicable law. The terms of this DPA shall continue to apply to such Customer Personal Data.

c) Pienso shall be allowed to maintain and use Customer Personal Data that has been aggregated or fully anonymized.

4. COOPERATION AND ASSISTANCE

a) If Pienso receives any requests from Data Subjects or responsible data protection authorities relating to the Processing of Customer Personal Data under the EULA, including requests from Data Subjects seeking to exercise their rights under GDPR, UK GDPR, or CCPA, Pienso shall promptly redirect the request to Customer. Pienso shall not respond to such communication directly without Customer s prior authorization, unless legally compelled to do so. If Pienso is required to respond to such a request, it shall promptly notify Customer and provide Customer with a copy of the request, unless legally prohibited from doing so. Customer shall be responsible for verifying that the requestor is the Data Subject whose information is being sought. Pienso shall bear no responsibility for information provided in good faith to Customer in reliance on this subsection.

b) Upon request, Pienso shall, taking into account the nature of the Processing, provide reasonable assistance to Customer (including by appropriate technical and organizational measures, insofar as this is possible), for the fulfillment of Customer s obligation to respond to requests for exercising Data Subject's rights, at Customer s expense.

c) If Pienso receives a legally binding request for the disclosure of Customer Personal Data which is subject to this DPA, Pienso shall (to the extent legally permitted) notify Customer upon receipt of such order, demand, or request. If, however, no such response is received from Customer within three (3) business days (or otherwise any shorter period as dictated by the relevant law or authority), Pienso shall be entitled to provide such information. Notwithstanding the foregoing, Pienso shall cooperate with Customer with respect to any action taken by it pursuant to such order, demand or request, including ensuring that confidential treatment will be accorded to such disclosed Customer Personal Data. Customer shall cover all costs incurred by Pienso in connection with its provision of such assistance.

d) Upon reasonable notice, Pienso shall provide reasonable assistance to Customer in ensuring Customer s compliance with its obligation to carry out data protection impact assessments or prior consultations with applicable data protection authorities with respect to the processing of Customer Personal Data, provided, however, that if such assistance entails material costs or expenses to Pienso, the Parties shall first come to agreement on Customer reimbursing Pienso for such costs and expenses.

5. REASONABLE SECURITY AND SAFEGUARDS

a) Pienso shall implement and maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Personal Data, including pursuant to the Pienso Information Security Policy. Pienso shall regularly monitor its compliance with these safeguards, and not materially decrease the overall security of the Pienso Platform during the term of the EULA.

b) Pienso shall audit its compliance with data protection and information security standards on a regular basis. Such audits shall be conducted by Pienso s internal audit team or by third party auditors engaged by Pienso, and shall result in the generation of an audit report ( Report ), which shall be considered Pienso s confidential information. Upon Customer s written request, and subject to obligations of confidentiality, Pienso may satisfy the requirements set out in this section by providing Customer with a summary of the Report so that Customer can reasonably verify Pienso s compliance with its obligations under this DPA.

6. PIENSO PERSONNEL

a) Pienso shall ensure that it limits access to Customer Personal Data to those Personnel who require such access to perform the Pienso Platform and to ensure that Personnel Process Customer Personal Data solely on behalf of Customer.

b) Pienso shall impose appropriate contractual obligations upon its Personnel engaged in the Processing of Customer Personal Data, including obligations regarding confidentiality, data protection, and data security. All Pienso Personnel engaged in the Processing of Customer Personal Data shall be informed of the confidential nature of the Customer Personal Data, have received appropriate training in their responsibilities, and have executed written confidentiality agreements governing their Processing of Customer Personal Data. Pienso shall ensure that such confidentiality agreements survive the termination of the employment or engagement of its Personnel.

7. USE OF SUB-PROCESSORS

a) Subject to Pienso s compliance with this DPA, Customer hereby provides a general authorization to Pienso to appoint (and permit each Sub-Processor appointed in accordance with this Clause to appoint) Processors and/or Sub Processors.

b) Pienso may continue to use those Processors and/or Sub Processors already engaged by Pienso as at the date of this EULA, subject to Pienso, in each case as soon as practicable, meeting the obligations set out in this Section.

c) Pienso may at any time and without justification appoint a new Processor and/or Sub-Processor provided that Customer is given ten (10) days' prior notice and Customer does not legitimately object to such changes within that timeframe. Legitimate objections must contain reasonable and documented grounds relating to a Processor and/or Sub-Processor's non-compliance with Privacy Laws. If Customer timely sends Pienso a written objection notice, the parties will make a good-faith effort to resolve Customer s objection. In the absence of a resolution, Pienso will make commercially reasonable efforts to provide Customer with the same level of Service, without using the New Sub-Processor to Process Customer Personal Data.

d) With respect to each Processor and/or Sub-Processor, Pienso shall ensure that the arrangement between Pienso and the Processor and/or Sub Processor is governed by a written contract including terms which offer at least the same level of protection as those set out in this EULA (including this DPA) and Privacy Laws.

e) Where a Sub-Processor fails to fulfil its data protection obligations in connection with the Processing of Customer Personal Data under this DPA, Pienso shall remain fully liable to Customer for the performance of that Sub-Processor s obligations.

f) Pienso shall only disclose Customer Personal Data to Sub-Processors for the specific purposes of carrying out the Pienso Platform on Pienso s behalf. Pienso does not and will not sell or disclose Customer Personal Data to third parties for commercial purposes.

8. CROSS-BORDER DATA TRANSFERS

Customer hereby authorizes Pienso to transfer Customer Personal Data from the EEA or the UK, as applicable, to the United States, solely for provision of the Pienso Platform under the EULA, provided that (i) Pienso complies with the applicable Standard Contractual Clauses, and (ii) in the case of a transfer of Customer Personal Data from Pienso to a Sub-Processor located outside of the EEA or the UK, if the Sub-Processor is bound by the Standard Contractual Clauses and/or equivalent. The Parties agree that Modules 2 or 3 of the Standard Contractual Clauses will govern Pienso s transfer and Processing of Customer Personal Data, as applicable.

9. AUDIT AND DEMONSTRATION OF COMPLIANCE

a) Pienso shall make available to Customer, upon Customer s reasonable written request, all information necessary for Customer to demonstrate compliance with the obligations laid down under Article 28 of the GDPR in relation to the Processing of Customer Personal Data under this DPA by Pienso and its Sub-Processors. Such information shall only be used by Customer to assess compliance with the aforesaid obligations, and may not be disclosed to any third party without Pienso s prior written approval. As soon as the purpose of such information is met, Customer shall permanently dispose of all copies thereof.

b) In addition to Section 9(a), Pienso shall, upon reasonable and written notice and subject to obligations of confidentiality, allow its data processing procedures and documentation to be inspected, no more than once a year, by Customer (or its designee), at Customer s expense, in order to ascertain compliance with this DPA. Pienso shall cooperate in good faith with audit requests by providing access to relevant knowledgeable personnel and documentation. At the request of Pienso, Customer shall provide it with a copy of the auditor s report, and as soon as the purpose of the audit is completed, Customer shall permanently dispose of the audit report.

10. PERSONAL DATA BREACH MANAGEMENT AND NOTIFICATION

a) Pienso shall implement and maintain industry-appropriate security incident management policies and procedures.

b) Upon becoming aware of a Personal Data Breach affecting Customer Personal Data being Processed by Pienso or any of Pienso s Sub-Processors, Pienso shall, to the extent required under applicable Privacy Laws, notify Customer without undue delay (but in no case later than seventy-two (72) hours). Pienso s notice shall at least: (a) describe the nature of the Personal Data Breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Customer Personal Data records concerned; (b) communicate the name and contact details of a designated officer on Pienso s data protection team, which shall be available to provide any additionally available information about the Personal Data Breach; (c) describe the likely consequences of the Personal Data Breach; (d) describe the measures taken or proposed to be taken by Pienso to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide the information at the same time, the information shall be provided in phases without undue further delay. In the event of a Personal Data Breach affecting Customer Personal Data, Pienso shall take all reasonable and appropriate actions to mitigate and, where possible, remediate the effects of such Personal Data Breach.

11. LIMITATION OF LIABILITY

a) Any claims brought under this DPA shall be subject to the terms and conditions of the EULA, including the exclusions and limitations set forth in the EULA.

b) Each Party s and all of its Affiliates liability, taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, shall be subject to the Limitation of Liability section of the EULA, and any reference in such section to the liability of a Party means the aggregate liability of that Party and all of its Affiliates under the EULA and all DPAs together.

12. GENERAL

a) Each Party may with at least 45 days prior written notice to the other Party, request in writing a modification to this DPA if the Party believes that such modification is required as a result of a change in Privacy Laws, or a decision of a competent authority under such laws. Pursuant to such notice, the Parties shall make commercially reasonable efforts to accommodate such modification, and shall not unreasonably withhold or delay agreement to the amendment.

b) In the event of any conflict or inconsistency between certain provisions of this DPA and the provisions of the EULA, the provisions of this DPA shall prevail solely with respect to the Processing of Customer Personal Data.

c) In the event of any conflict between certain provisions of this DPA and any of its Schedules and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

d) For the avoidance of doubt, execution of this DPA shall be deemed to constitute execution and acceptance of the Standard Contractual Clauses incorporated herein.

e) This DPA shall commence and become legally binding on the earlier of (i) the date of its execution, (ii) the effective date of the EULA to which it relates, or (iii) the initiation of Pienso s Processing of Customer Personal Data on behalf of Customer; and will continue until the EULA expires or is terminated.