Nabla End User License Agreement (EULA) Last updated on November 20, 2023 IMPORTANT NOTICE: This End User License Agreement (“EULA”) is a binding legal contract between you (either an individual or a legal entity) (“you”) and Nabla Technologies, Inc. (“Licensor”). By downloading, installing, accessing or using the accompanying software application designed to work with the internet browser installed on your computer or your mobile phone (the “Software”), you will be bound by the terms of this EULA. If you do not agree to the terms of this EULA, Licensor is not willing to grant you any right to use or access the Software. In such event, you may not download, install, access, use or copy the Software. This EULA shall apply only to the Software made available to you or your company by an authorized reseller of the Software. You represent that you are lawfully able to enter into contracts and are of the legal age of majority in the jurisdiction in which you reside (at least eighteen years of age in many countries). In addition, if this agreement is being agreed to by a company or other legal entity, then the person agreeing to this agreement on behalf of that company or entity represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this agreement. You should save a copy of this agreement for your records. Grant of License. During the term of this EULA, Licensor and its licensors grant you a revocable, perpetual, nontransferable, non-sublicensable, personal, nonexclusive license to use the object code version of the Software and any accompanying documentation for your internal use only solely in connection with its associated hardware. The term “Software” will include any updates, bug fixes, and versions (collectively, “Enhancements”) that Licensor may, in its discretion, make available in connection with Support Services, as defined in Section 5. The Software is licensed, not sold. Except for the limited license granted above, Licensor and its licensors retain all right, title and interest in the Software, all copies thereof, and all proprietary rights in the Software, including copyrights, patents, trademarks and trade secret rights. Restrictions. The license granted to you in this EULA is restricted as follows: Limitations on Copying and Distribution. You may not copy or distribute the Software except to the extent that copying is necessary to use the Software for purposes set forth herein. You may make a single copy of the Software for backup and archival purposes. Limitations on Reverse Engineering and Modification. Except to the extent expressly permitted by applicable law and only after consultation with Licensor, you may not reverse engineer, decompile, disassemble, modify or create works derivative of the Software. Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Software, or directly or indirectly permit any third party to use or copy the Software. Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Software or any accompanying documentation. You must reproduce the copyright and all other proprietary notices displayed on the Software and documentation on each permitted back-up or archival copy. Use in Accordance with Documentation. All use of the Software shall be in accordance with its then current documentation. Compliance with Applicable Law. You will be solely responsible for ensuring your use of the Software is in compliance with all applicable foreign, federal, state and local laws, rules and regulations. Third Party Software. To the extent any software licensed from third parties, including open source software, (collectively, “Third Party Software”) is provided with or incorporated into the Software, you will comply with the terms and conditions of the applicable third party licenses associated with the Third Party Software, in addition to the terms and restrictions contained in this EULA. LICENSOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY SOFTWARE. ALL THIRD PARTY SOFTWARE IS PROVIDED “AS-IS,” WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE THIRD PARTY SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Term and Termination. Unless provided otherwise in an accompanying order document, this EULA will commence on the earlier of the date you first download, install, access or use the Software (the “Effective Date”) and continue in effect until it is terminated (the “Term”) as provided in this Section. Either party may terminate this EULA on written notice to the other party if the other party is in material breach of its obligations hereunder and fails to cure the breach within thirty (30) days of such written notice. In addition, either party may, in its sole discretion, elect to terminate this EULA on written notice to the other party upon the bankruptcy or insolvency of the other party or upon the commencement of any voluntary or involuntary winding up, or upon the filing of any petition seeking the winding up of the other party. Licensor may immediately terminate this EULA and suspend your access upon five (5) business days’ notice. To the extent that your access to the Software is through an agreement between an authorized reseller and your employer or you access the Software through your relationship with an organization that has purchased access to the Software from an authorized reseller, and such agreement terminates, Licensor reserves the right to terminate your access without cause by providing thirty (30) days prior notice in accordance with this Section and/or directly offer you access to the Software at Licensor’s then current pricing through an agreement with you and the Licensor. Upon any termination or expiration of this EULA, the license granted in Section 1 will automatically terminate and you will have no further right to possess or use the Software. On Licensor’s request, you will provide Licensor with a signed written statement confirming that the Software has been permanently removed from your systems. Support Services. Licensor will provide you with reasonable telephone support for the Software during Licensor’s then current support hours and provide any Enhancements that Licensor distributes to its other customers generally without additional charge (the “Support Services”). No Medical Advice. The content of the Software, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind. You should always seek the advice of a health care professional with any questions or concerns you may have regarding any patient needs and medical conditions. Licensor does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be included in or offered with the Software. Reliance on any information appearing on the Software, whether provided by Licensor or others, is solely at your own risk. Limited Warranty; Disclaimer. Licensor warrants that for a period of thirty (30) days from initial delivery to you, the Software will operate in substantial conformity with its then current generally available documentation;. Licensor shall not be liable for failures caused by third party hardware and software (including your own systems), misuse of the Software, or your negligence or willful misconduct. EXCEPT AS PROVIDED IN THIS SECTION, THE SOFTWARE, SUPPORT SERVICES, AND ANY OTHER SERVICES ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS SUPPLIERS AND VENDORS DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, SUPPORT SERVICES, AND OTHER SERVICES HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUITE ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE, SUPPORT SERVICES, OR OTHER SERVICES HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ANY OF ITS PERSONNEL OR AGENTS SHALL CREATE ANY ADDITIONAL LICENSOR WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S OBLIGATIONS HEREUNDER. Indemnities. Licensor will indemnify, defend, and hold you harmless from any claim, demand, action, proceeding, judgment, or liability arising out of a claim by a third-party that your use of the Software in conformance with the terms of this EULA infringes a United States patent, copyright, or trade secret of that third party. The foregoing indemnification obligation of Licensor is contingent upon you promptly notifying Licensor in writing of such claim, permitting Licensor sole authority to control the defense or settlement of such claim, and providing Licensor reasonable assistance in connection therewith. If a claim of infringement under this Section occurs, or if Licensor determines a claim is likely to occur, Licensor will have the right, in its sole discretion, to either: (i) procure for you the right or license to continue to use the Software free of the infringement claim; or (ii) modify the Software to make it non-infringing, without loss of material functionality. If either of these remedies is not reasonably available to Licensor, Licensor may, in its sole discretion, immediately terminate this EULA and return the license fees paid by you for the Software, prorated over three years from the date of initial delivery. Notwithstanding the foregoing, Licensor shall have no obligation with respect to any claim of infringement that is based upon or arises out of (the “Excluded Claims”): (i) the use or combination of the Software with any third party hardware, software, products, data or other materials, including your own systems and data; (ii) modification or alteration of the Software by anyone other than Licensor; (iii) your use of the Software in excess of the rights granted in this EULA; or (iv) any Third Party Software. The provisions of this Section state the sole and exclusive obligations and liability of Licensor and its licensors and suppliers for any claim of intellectual property infringement arising out of or relating to the Software and/or this EULA and are in lieu of any implied warranties of non-infringement, all of which are expressly disclaimed. You will indemnify, defend, and hold Licensor harmless from any claim, demand, action, proceeding, judgment, or liability from a third-party claim arising out of an Excluded Claim. Licensor must promptly notify you in writing of any such claim, permit you sole authority to control the defense or settlement of the claim, and provide you reasonable assistance in connection therewith. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, SUPPLIERS, AND VENDORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY SUPPORT SERVICES OR OTHER SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF LICENSOR AND ITS LICENSORS, SUPPLIERS, AND VENDORS UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO FEES PAID BY YOU, IF ANY, DURING THE THREE (3) MONTHS IMMEDIATELY PRECEEDING THE FIRST EVENT GIVING RISE TO LIABILITY. Confidentiality. The parties agree to hold each other’s Confidential Information in strict confidence and not to make each other’s Confidential Information available in any form to any third party (other than their authorized agents) or to use each other’s Confidential Information for any purpose other than as specified in this EULA. Each party agrees to take all reasonable steps to ensure that Confidential Information of the other party is not disclosed or distributed by its employees, agents, or consultants in violation of the provisions of this EULA. “Confidential Information” shall mean, with respect to a party hereto, all information or material which (i) gives that party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of that party; or (ii) from all the relevant circumstances should reasonably be assumed to be confidential. Licensor’s Confidential Information includes, but is not limited to, the Software and all related documentation. Each party’s Confidential Information shall remain the sole and exclusive property of that party. Neither party shall have any obligation with respect to confidential information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; or (iii) is independently developed by the receiving party. You may not use any Confidential Information or data disclosed by Licensor in connection with this EULA to contest the validity of any Licensor intellectual property, including the Software. Any such use of Licensor’s Confidential Information and data shall constitute a material, non-curable breach of this EULA. Feedback. You may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Licensor with respect to its products and services, including the Software. Feedback is voluntary and Licensor is not required to hold it in confidence. Licensor may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant Licensor an irrevocable, non-exclusive, perpetual, world-wide, royalty-free license to use the Feedback in connection with Licensor’s business, including enhancement of the Software, and the provision of products and services to Licensor’s customers. Governing Law. This EULA is governed by and construed in accordance with the laws of the State of Delaware. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in Dover, Delaware and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding. General. This EULA constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated in this EULA and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this EULA, all of which are merged in this EULA. Licensor reserves the right to amend or revise this EULA from time to time, in Licensor’s sole discretion. In the event that any provision of this EULA is found invalid or unenforceable pursuant to judicial decree, the remainder of this EULA shall remain valid and enforceable according to its terms. Any failure by Licensor to strictly enforce any provision of this EULA will not operate as a waiver of that provision or any subsequent breach of that provision. The following provisions shall survive any termination or expiration of this EULA: Sections 2 (Restrictions), 4 (Term and Termination), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Feedback), 12 (Governing Law), 13 (General), and 15 (U.S. Government Rights). Licensor may assign any of its rights or obligations hereunder as it deems appropriate. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT. Export. You may not export, directly or indirectly, the Software to any country for which the United States requires any export license or other governmental approval without first obtaining such license or approval. It shall be your responsibility to comply with such export laws, rules and regulations. You will defend, indemnify, and hold harmless Licensor from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses (including attorneys’ fees and expenses) arising out of any claim the Software was exported or otherwise shipped or transported in violation of applicable laws, rules and regulations. U.S. Government Rights. The Software is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this EULA as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this EULA as specified in FAR 12.212, Computer Software. Electronic Acceptance. This EULA may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent, including through your continued use of the Software) and your acceptance will be deemed binding between the parties. Neither party may contest the validity or enforceability of this EULA, including under any applicable statute of frauds, because it was accepted or signed in electronic form. Electronically maintained records when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.