This Agreement sets forth the complete and exclusive terms and conditions between Toric Labs, Inc (doing business as “Datagrid”) and Customer. This Agreement is intended to protect Datagrid’s proprietary technology, intellectual property, and business interests while ensuring that Customer retains sole ownership of its data and that all data use is strictly limited to service provision, analysis, and performance evaluation purposes.

0. DEFINITIONS

“Datagrid” means Toric Labs, Inc. and its affiliated entities.

“Customer” means the legal entity that has entered into this Agreement with Datagrid.

“Service” means the Subscription Service described in the applicable Order Form and provided on a hosted basis in accordance with the user Documentation.

“Documentation” means all user guides, technical manuals, and related materials provided by Datagrid.

“DGUs” (Datagrid Consumption Units) means the units purchased by Customer that can be redeemed for various services as described herein.

“Order Form” means the proposal, quote, or order document specifying the services and fees for which Customer is subscribing.

“SOW(s)” means any Statement(s) of Work executed by the Parties that further describe services, deliverables, and payment schedules.

“Warranty Period” means the period covering the Initial Term and any Renewal Term during which Datagrid warrants that the Service will substantially conform to the Documentation.

1. LICENSE AND SUPPORT

Subject to the terms, conditions, and restrictions herein and contingent upon payment of the Fees specified in the applicable Order Form, Datagrid hereby grants Customer a non-exclusive, non-transferable license to access and use (solely for its internal business purposes) (i) the Subscription Service identified in the applicable Order Form (“Service”), provided on a hosted basis and in accordance with the Documentation, and (ii) the Documentation itself, for the Subscription Term specified in the Order Form. Customer’s use of Datagrid’s products is governed by the Datagrid Consumption Unit Table. During the Subscription Term, Datagrid will support the Service as set forth in the Support and Service Level Policy attached as Appendix 1.

2. TERM; RENEWAL; TERMINATION

2.1 Term of Agreement

This Agreement is effective as of the Effective Date and will continue until the services described in the Order Form and any SOW(s) have been completed, expired, or terminated. Unless the Order Form specifies a fixed duration, the subscription will automatically renew as outlined in Section 2.2.

2.2 Term and Renewal of Orders

The Subscription Term described in each Order Form will commence on the Order Form’s Effective Date and continue for the “Initial Term” as specified therein. Upon expiration of the Initial Term, the Agreement will automatically renew for additional one (1) year periods (“Renewal Term”) unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. Rates for Subscription Fees during Renewal Terms will not increase by more than the Consumer Price Index (All Urban Index, latest year available) plus five percent (5%), unless otherwise agreed in writing. The pricing of DGUs is separate from Subscription Fees and may be updated as outlined in Section 5.4. Should any update to DGU pricing result in a material increase in Customer costs, Datagrid will provide at least 60 days’ written notice before the updated pricing takes effect.

2.3 Termination for Material Breach

This Agreement or any Service may be terminated if one party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching party.

2.4 Plan Upgrade

Customer may request to upgrade its service plan during the term of this Agreement by providing written notice to Datagrid. If such a request is made, Customer shall pay the difference between the fees for the current service plan and those for the upgraded plan. Customer will be invoiced for the upgrade, with payment due in accordance with Section 3. Datagrid reserves the right to deny any upgrade request that does not align with the fee schedule attached to the Order Form. In the event of any dispute regarding upgrade fees, the parties agree to resolve the matter amicably before resorting to formal dispute resolution. Upon mutual agreement, this Agreement shall be deemed amended to reflect any approved upgrade.

3. FEES; PAYMENT TERMS

3.1 Payment

Customer agrees to pay for the Service at the then-current standard license/subscription fees as set forth in the Order Form (“Fees”). Any discounts provided during the initial term do not carry over to renewal terms. All Fees are non-cancelable and non-refundable. Datagrid’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities; Customer is responsible for all such taxes (excluding U.S. taxes based on Datagrid’s income). All charges shall be paid in U.S. Dollars using the accepted methods of credit card or Automated Clearing House (ACH) transfer. Datagrid will invoice Customer at the time of the initial Order Form and, for annual subscriptions, approximately one month in advance of any renewal or subsequent billing period. All invoiced amounts are due and payable within 30 days of the invoice date.

3.2 Overages

All overages shall be due and payable within 30 days following the end of the Subscription Term or as otherwise specifically agreed in the applicable Order Form.

3.3 Suspension and Termination for Non-Payment

If any Fees are 60 or more days overdue, Datagrid may suspend Customer’s access to the Services upon providing at least 10 days’ prior written notice. Suspension does not waive Customer’s payment obligations. If the Service is suspended due to non-payment, Customer remains responsible for all Fees for the Subscription Term unless Datagrid formally terminates the Agreement under Section 3.4. If Fees remain unpaid for 90 or more days, Datagrid reserves the right to terminate the Agreement upon written notice. Termination does not absolve Customer of any outstanding payment obligations, and Datagrid may pursue all available legal remedies, including late fees or collection costs.

3.4 Datagrid’s Discretion in Service Continuation

Datagrid may, at its sole discretion, continue to provide the Service during periods of non-payment without waiving its right to suspend or terminate access in the future. If the Service continues during non-payment, Customer remains liable for all outstanding and future Fees. If the Service is suspended and later restored upon payment, Customer is not entitled to any extension of the Subscription Term or compensation for the period of suspension. If the Agreement is terminated due to non-payment, Datagrid may delete Customer data after a 30-day grace period, unless otherwise required by law.

4. RESTRICTIONS; PROPRIETARY RIGHTS

Customer shall not decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, user interface techniques, or algorithms of the Service, nor disclose any of the foregoing. Customer shall not encumber, transfer, manufacture, distribute, sell, sublicense, assign, lease, lend, or otherwise use (except as expressly provided herein) the Service or Documentation for timesharing or service bureau purposes; nor copy, modify, adapt, translate, incorporate into other software, or create derivative works of any part of the Service or Documentation; nor attempt to circumvent any user limits, timing, or use restrictions built into the Service. The Service is the proprietary intellectual property of Datagrid, containing trade secrets and protected by copyright law. Datagrid retains sole and exclusive ownership of all rights, title, and interest in the Service and all technology used to provide it. Any enhancements, modifications, corrections, or derivative works made to the Service shall be considered part of the Service and owned exclusively by Datagrid. Datagrid shall own all rights in any deliverables created under any SOW, although such deliverables are licensed to Customer solely for use in connection with the Service. Notwithstanding the foregoing, Customer retains all rights, title, and interest in its own information and data, including ideas, processes, standards, practices, and management policies or procedures input by Customer or supplied to Datagrid (“Customer Data”).

5. DATAGRID CONSUMPTION UNITS

5.1 Overview

DGUs (Datagrid Consumption Units) are units purchased by Customer that may be redeemed for various services offered by Datagrid, including data pipeline operations, AI operations, SMS/MMS operations, and Data Consulting Services during the Subscription Term and as specified in any applicable SOW(s).

5.2 Purchase and Utilization

Customer may purchase DGUs in pre-defined bundles, with specific terms and pricing outlined in a separate Order Form executed by both parties. DGUs may be redeemed for the services described in Section 1, with the specific DGU cost for each service provided on the Datagrid Consumption Unit Table available at https://www.datagrid.com/credit-usage.

5.3 Reporting and Transparency

Datagrid will provide Customer with a consumption meter in the main dashboard of the Customer account, displaying overall DGU usage and a summary of services utilized. While the meter does not provide line-by-line transaction details, it offers sufficient granularity for Customer to understand its consumption.

5.4 Flexibility and Changes in DGU Pricing

Datagrid may update its Credit Usage Policy and Pricing Terms periodically. Updates will be reflected on the Credit Usage page’s “Effective Date.” For material updates that increase the per-unit cost of DGUs by more than the Consumer Price Index plus 5% over a 12-month period, Datagrid will provide at least 60 days’ written notice via email or through the Datagrid Service dashboard. Customers with an active subscription may purchase additional DGUs at the existing pricing until the end of the current Subscription Term. Upon renewal, updated pricing will apply. Any updates to pricing will take effect on Customer’s next billing cycle following the notice period, and Customer’s continued use of the Service constitutes acceptance of the new terms.

5.5 No Obligation for Line-by-Line Detailing

Datagrid is not obligated to provide line-by-line details of DGU consumption. The provided consumption meter balances transparency with administrative efficiency.

6. PUBLICITY

Customer agrees to participate in a press release following execution of this Agreement and upon successful implementation, naming Customer as a Datagrid customer. Customer further agrees to allow its name to be used in sales materials and user literature referencing Datagrid’s customers, and to permit the use of its name, without implying endorsement, in listings of Datagrid’s customers. Upon Datagrid’s reasonable request, Customer will make efforts to serve as a reference account and participate in case studies or other promotional activities.

7. CONFIDENTIALITY AND SECURITY

7.1 Confidentiality

Each party shall maintain as confidential all non-public information relating to the other party’s business affairs, trade secrets, technology, research, development, pricing, and the terms of this Agreement (“Confidential Information”). Disclosure of Confidential Information is limited to employees, accountants, attorneys, advisors, affiliates, outsourcers, or third-party service providers with a need to know in order to perform under this Agreement and who are bound by confidentiality obligations. Each party agrees to use at least the same degree of care to protect the other’s Confidential Information as it uses for its own, and not to use or disclose such information except as necessary for performance under this Agreement. Confidential Information does not include information that (a) was known prior to disclosure, (b) becomes publicly available through no fault of the receiving party, (c) is independently developed without reference to the disclosing party’s Confidential Information, (d) is lawfully obtained from a third party without a duty of confidentiality, or (e) is disclosed with prior written consent. A breach of this Section may result in irreparable harm, entitling the injured party to seek equitable relief in addition to other remedies.

7.2 Security

Datagrid adheres to the security practices and policies described at https://www.datagrid.com/data-security-standards to protect both the Service and Customer Confidential Information.

7.3 Data Privacy

Both parties agree to comply with all applicable data protection laws. Customer data shall be processed solely for purposes related to service provision, analysis, and performance evaluation, and both parties shall implement and maintain appropriate safeguards to protect such data.

8. LIMITED WARRANTY

Datagrid warrants that during the Warranty Period, the Service will substantially conform to the Documentation. If Customer notifies Datagrid in writing of a nonconformity during the Warranty Period, Datagrid will, at its option and expense, (a) correct the nonconformity causing the Service to fail to conform to the Documentation or (b) provide a pro rata refund of any prepaid but unutilized Subscription Fees applicable to the nonconforming Service. This limited warranty is void if the nonconformity is caused by (i) use or operation of the Service in an environment not recommended by Datagrid, (ii) unauthorized modifications or customizations of the Service, (iii) accident, disaster, or force majeure, (iv) misuse, fault, or negligence by Customer, (v) use of the Service in a manner for which it was not designed, or (vi) external causes such as power failures or electrical surges. THIS WARRANTY AND THE REMEDIES SET FORTH HEREIN CONSTITUTE DATAGRID’S SOLE WARRANTY AND CUSTOMER’S SOLE REMEDY. EXCEPT AS EXPRESSLY SET FORTH, DATAGRID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

THE AGGREGATE LIABILITY OF DATAGRID TO CUSTOMER FOR ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO DATAGRID UNDER THE APPLICABLE ORDER FORM DURING THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL DATAGRID OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

If a third party claims that the Service infringes any U.S. patent, copyright, or trade secret, Datagrid shall defend Customer at its expense and pay all damages finally awarded through judgment or settlement, provided that Customer (i) promptly notifies Datagrid in writing of the claim, (ii) grants Datagrid sole control of the defense or settlement, and (iii) cooperates in the defense. Alternatively, if such a claim appears possible, Datagrid may, at its option, secure for Customer the right to continue using the Service, modify or replace the Service so that it is non-infringing, or terminate this Agreement and refund any unamortized prepaid fees. Datagrid shall have no liability if the infringement arises from (i) compliance with Customer’s instructions or specifications, (ii) Customer’s use of the Service in a manner not specified in the Documentation, (iii) unauthorized modifications to the Service, or (iv) use of the Service in combination with products or services not supplied by Datagrid.

11. GENERAL

11.1 Entire Agreement

This Agreement, including any Order Forms and SOW(s), constitutes the entire agreement between the parties and supersedes all prior proposals, agreements, and communications—oral or written—regarding its subject matter. In the event of any conflict between this Agreement and any Order Form or SOW, the terms in the latter shall govern with respect to the applicable Services.

11.2 Waiver and Severability

Any waiver or modification of any provision must be in writing and signed by the party against whom enforcement is sought. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. If necessary, a court may modify any provision to reflect the parties’ intent.

11.3 Independent Contractor

Datagrid is an independent contractor and not an employee of Customer. Neither party shall incur expenses or obligations on behalf of the other, nor be considered an agent, partner, or joint venturer.

11.4 Notices

All notices under this Agreement must be in writing and delivered by U.S. mail (certified, return receipt requested, postage prepaid), by overnight courier, or as otherwise specified by the receiving party. Notices shall be effective upon receipt by the addressed party. Each party shall provide complete contact details in writing.

11.5 Assignment

Customer may not assign this Agreement without Datagrid’s prior written consent.

11.6 Compliance with Laws

Each party shall comply with all applicable legal requirements related to its performance under this Agreement, including U.S. export laws and laws governing data protection, privacy, and disclosure.

11.7 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, terrorism, war, riots, embargoes, fires, floods, earthquakes, or strikes (“Force Majeure Event”), provided that the affected party promptly notifies the other. The time for performance shall be extended by the duration of the Force Majeure Event.

11.8 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. The parties agree to attempt mediation or arbitration before resorting to litigation. Any disputes shall be subject to the exclusive jurisdiction of the federal and state courts located in Massachusetts, and the parties consent to such jurisdiction.

11.9 Non-Solicitation

Neither party shall directly or indirectly solicit or hire any employee of the other party with whom contact was made in connection with this Agreement during its term and for one (1) year thereafter. Should any provision be held unenforceable, it shall be modified only to the extent necessary to render it enforceable.

11.10 Amendments and Survival

Any amendments or modifications to this Agreement must be in writing and signed by both parties. The provisions of Sections 3, 4, 6 through 10, and this Section 11.10 shall survive any termination or expiration of this Agreement.

Appendix 1 – SUBSCRIPTION SUPPORT AND SERVICE LEVEL POLICY

SUPPORT

Datagrid support consists of Preventive Support and Error Correction during normal business hours.

Preventive Support.

Datagrid will use reasonable efforts to prevent Service failures by (i) advising Customer of relevant issues affecting other users; (ii) performing necessary remedial work; (iii) proactively remedying security vulnerabilities; and (iv) reviewing Service data to preempt potential problems.

Error Correction.
Customer may report Defects via email at support@datagrid.com. Defects are classified as follows:

Severity Level

1 - Critical

Defect causing the Service to be unusable.

Initial response within 4 hours; immediate management escalation; status update if unresolved within 4 hours.

2 - Significant

Defect materially impacting Service use.

Initial response within 8 hours; management escalation within 16 hours; status update within 24 hours.

3 - Other

Non-critical, non-significant issues.

Initial response within 48 hours; management escalation within 5 business days; status update within 72 hours.