Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (“Agreement”) and any executed Order Forms (Order) between the parties, are incorporated herein and shall govern the provision of the Solution by Company (“Company”) to the customer set forth in the applicable Order Form (“Customer”). Customer and its Affiliates may place orders under this Agreement by submitting separate Order Forms. This Agreement shall commence on the Effective Date of Customer’s first executed Order (“Effective Date”) and will continue until otherwise terminated in accordance with 11 below.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” means ownership of more than 50% of the voting interests.

“Application Data” means electronic data uploaded by Customer’s agents, employees and contractors for processing through the Solution. Customer is the data controller; Customer Data is hosted in Company’s cloud infrastructure per the Security Addendum.

“Customer Data” means any Application Data and any other data, including Regulated Data, that Customer provides to Company in accordance with this Agreement to enable Company to meet its obligations hereunder.

“Documentation” means the Order Form product description and Company release notes regarding the Solution, as updated by Company.

“Order Form” means a written ordering document between Customer and Company specifying the Solution to be provided.

“Regulated Data” means personal or other data regulated by governmental privacy and security laws.

“Solution” means the subscription software made available by Company, via logins, and associated Support Services, all as ordered and paid for by Customer under an Order Form.

“Solution Term” means the term of authorized use of the Solution as set forth in each Order Form including any renewals thereof.

“Support Services” means those services ordered and provided as part of the Solution hereunder at no additional charge in accordance with the Customer Support Policy and Upgrade Policy, incorporated herein by reference.

“Third Party Applications” means services or applications procured by Customer from third parties for use in connection with the Solution.

“Trademarks” means a party’s logo(s), service marks, trademarks and certification marks.

“User” means an individual designated and granted access to the Solution by or on behalf of Customer.

2. SECURITY AND DATA PRIVACY

2.1 Security and Internal Controls. Company will maintain administrative, physical, and technical safeguards for the security, confidentiality and integrity of Customer Data per prevailing industry standards and Company’s Data Security Addendum. Such safeguards will include measures preventing access to Customer Data by Company personnel except (a) to provide Support Services, (b) as compelled by law per 6, or (c) as required to fulfill obligations hereunder.

2.2 Data Privacy. Company will comply with the Company Privacy Policy, incorporated by reference. Policy changes will not materially reduce protection of Customer Data during the Solution Term. Customer acknowledges that any Regulated Data in Customer Data is incidental and that Company does not review Customer Data content in ordinary operations. Customer Data shall not include Regulated Data beyond work-related data of Customer personnel using the Solution.

2.3 Compliance with Law. Company will comply with all laws applicable to providing the Solution, including breach notification laws, but excluding laws specific to Customer’s industry not generally applicable to IT service providers.

2.4 Other Systems. Company’s obligations extend only to systems and components under Company’s control. For clarity, the entirety of this 23 does not apply to: (i) any commercially recognized third-party cloud infrastructure provider datacenter or any infrastructure within the sole control of commercially recognized third-party cloud infrastructure provider and/or Customer.; (ii) Customer Data including any Regulated Data in Customer’s virtual private network (VPN) or third-party network; or (iv) any Customer Data processed by Customer in violation of this Agreement.

3. USE OF SOLUTION

3.1 Usage Restrictions. Customer will not permit any third party to: (i) circumvent usage restrictions; (ii) sublicense, sell, rent, lease, transfer or distribute it except as provided herein; (iii) access it to develop competing products; (iv) reverse engineer or decompile it; (v) create derivative works except as permitted; (vi) remove proprietary notices; (vii) use it to transmit infringing or illegal material; (viii) introduce malicious code or disrupt its security or operation; or (ix) access or disable any Company or third party data, software or network.

4. HOSTING, SECURITY AND AI

4.1 General. The Solution is hosted by Company in Company’s commercially recognized third-party cloud infrastructure provider environment. Company’s security, availability, and data protection practices are described in the Company’s Security Addendum and the Data Processing Addendum.

4.2 AI Features. The Solution includes AI features using machine learning to process data and generate outputs such as summaries, classifications, and recommendations (“AI Features”). The Solution assists qualified professionals in conducting systematic literature reviews and preparing regulatory documentation. The Solution is not a medical device and is not intended for direct patient care, clinical diagnosis, or treatment decisions. AI Features assist but do not replace professional judgment. Customer is solely responsible for (a) reviewing and validating all AI-assisted outputs prior to inclusion in any regulatory submission, (b) ensuring compliance with applicable laws, regulations and professional standards, and (c) exercising independent professional judgment in regulatory and /or clinical matters.

4.3 Customer Data. As between Company and Customer, Customer retains all right, title, and interest in Customer Data, inputs to the Solution, and outputs generated thereby (collectively, “Customer Content”). Company shall not use, nor permit any third party to use, Customer Content to train or improve any foundation model or generally available AI model. Company may process Customer Content solely as necessary to provide the Solution.

5. FEES AND PAYMENT

5.1 Fees. Customer must pay all fees listed in the applicable Order Form. Unless otherwise stated, fees are based on Solution usage rights purchased (not actual usage), are non-cancellable and non-refundable and quantities cannot be reduced during the Solution Term.

5.2 Invoicing and Payment. Solution fees are invoiced annually in advance per the applicable Order Form and are due net 30 days unless otherwise specified. Payments must be made via ACH or other electronic means, with required payment and billing information provided by the Effective Date and kept current.

5.3 Purchase Orders. Any purchase order must cover at least the full Order Form amount, and any additional or conflicting terms appearing in a purchase order shall not amend the Order Form or this Agreement. Upon request, Company may include the PO number on invoices for administrative convenience if the PO is provided at least 10 business days before invoicing.

5.4 Overdue Charges. Past-due amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), without limiting Company’s other rights or remedies.

5.5 Suspension of Service. If any amount is over thirty (30) days past due, Company may suspend the Solution after at least ten (10) days’ notice, without limiting other remedies.

5.6 Payment Disputes. Company will not exercise its rights under Section 5.5 with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, Company may exercise its right to seek any remedies it may have under this Agreement.

5.7 Taxes. Fees exclude all taxes, levies, duties, or similar governmental assessments. If Company must collect or pay such taxes, it will invoice Customer unless a valid exemption certificate is provided before the Effective Date. Taxes are calculated based on the Customer’s primary Solution address as specified in the Order Form; Customer must self-assess any additional taxes from use at other locations and promptly update address changes. Company remains responsible only for taxes on its own income, property, and employees.

5.8 Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

6. INTELLECTUAL PROPERTY

6.1 Company Ownership. As between Company and Customer, all intellectual property rights in the Solution are owned exclusively by Company. Except as expressly provided herein, Company reserves all rights and grants Customer no rights, express or implied.

6.2 Customer Ownership. As between Customer and Company, Customer shall retain all rights, title, and interest in and to its intellectual property rights in Customer Data.

6.3 License by Customer for Customer Data. Customer grants Company a worldwide, limited-term license to copy, transmit and display Customer Data solely to provide the Solution. Company acquires no other rights in Customer Data.

6.4 License by Customer to Use Feedback License by Customer to Use Feedback. Customer grants Company a perpetual, royalty-free license to use and incorporate into the Solution any feedback provided by Customer or Users. Exposure to Customer Data alone does not constitute feedback.

6.5 Federal Government End Use Provisions (only applicable for the US). Federal Government End Use Provisions (only applicable for the US). Government rights in the Solution are limited to those customarily provided to the public per FAR 12.211, FAR 12.212, DFAR 252.227-7015 and DFAR 227.7202-3. Additional government rights require a mutually acceptable written addendum.

7. CONFIDENTIALITY

7.1 Definition. Confidential Information means: (a) Solution (which is Confidential Information of Company); (b) Customer Data (which is Confidential Information of Customer); (c) any other information of a party that is disclosed in writing or orally and is designated as Confidential at the time of disclosure, or that due to the nature of the information the receiving party would clearly understand to be confidential information of the disclosing party; and (d) the specific terms and conditions of this Agreement, any Order Form, and any amendment and attachment thereof. Confidential Information shall not include any information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was rightfully in the receiving party’s possession at the time of disclosure without restriction on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) was or is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure.

7.2 Obligations. Each recipient shall (i) protect Confidential Information with at least reasonable care, and (ii) use it only as necessary to exercise rights or fulfill obligations under this Agreement. Disclosure shall be limited to employees and contractors who need access, subject to confidentiality obligations at least as protective as this Agreement. Obligations under this Section remain in effect during the term and three (3) years after termination.

7.3 Required Disclosures. A party may disclose Confidential Information pursuant to a valid court order or law, provided the receiving party (a) promptly notifies the discloser to the extent lawful, and (b) reasonably assists in efforts to limit such disclosure.

8. REPRESENTATION, WARRANTIES, REMEDIES AND DISCLAIMERS

8.1 Representations and Warranties. Company represents and warrants that (i) Company has the legal authority to enter into this Agreement, (ii) the Solution will materially conform to the Documentation, (iii) absent a change to applicable law or regulation, the functionality and security of the Solution will not be materially decreased during a Solution Term.

8.2 Remedies. Remedies. For breach of any warranty in 8.1(ii) or (iii), Customer’s sole remedy is for Company to use commercially reasonable efforts to correct the non-conformity following Customer’s support request. If correction is not commercially practicable, Company may terminate the applicable Order Form and refund prepaid fees for the unexpired Solution Term. This warranty does not apply to non-conformity caused by modifications made by anyone other than Company.

8.3 Customer Representations and Warranties. Customer represents and warrants that (i) it has the legal authority to enter into this Agreement, and (ii) it will use the Solution in accordance with the terms and conditions set forth in this Agreement and in compliance with all applicable laws, rules and regulations.

8.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AND COMPANY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY WITH RESPECT TO THE QUALITY, PERFORMANCE, ACCURACY OR FUNCTIONALITY OF THE SERVICES OR THAT THE SERVICES ARE OR WILL BE ERROR FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

9. INDEMNIFICATION

9.1 Indemnification by Company. Company shall indemnify, defend and hold harmless Customer, its officers, directors and employees from and against any judgments, settlements and costs directly resulting from any third party suit, claim, action or demand (each a “Claim”), to the extent alleging that the Solution infringes any third party patent, copyright or trademark, or misappropriates any third party trade secret; provided that Customer (a) promptly gives Company written notice of any such Claim; (b) gives Company sole control of the defense and settlement of such Claim (provided that Company may not settle any such Claim unless the settlement unconditionally releases Customer of all liability); and (c) provides to Company all reasonable assistance, at Company’s expense. In the event of a Claim under this 9.1 or if Company reasonably believes the Solution may infringe, Company may in its sole discretion: (a) contest the Claim; (b) obtain a license for Customer’s continued use of the Solution; (c) replace or modify the Solution to avoid infringement, without breaching its warranties hereunder; or (d) terminate Customer’s use of the affected Solution and refund any prepaid subscription fees covering the remaining portion of the applicable Solution Term for the affected Solution after the date of termination. Notwithstanding the foregoing, Company shall have no obligation to indemnify, defend, or hold Customer harmless from any Claim to the extent it arises from (i) Customer Data, (ii) use by Customer after notice by Company to discontinue use of all or a portion of the Solution, (iii) use of the Solution by Customer in combination with equipment or software not supplied by Company where the Solution itself would not be infringing, or (iv) Customer’s breach of this Agreement.

9.2 Indemnification by Customer. Customer shall indemnify, defend and hold harmless Company, its officers, directors and employees from and against any Claim to the extent alleging that: Customer Data infringes any third party patent, copyright or trademark, misappropriates any third party trade secret; provided that Company (a) promptly gives Customer written notice of the Claim; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement unconditionally releases Company of all liability); and (c) provides to Customer all reasonable assistance, at Customer’s expense.

9.3 Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT, PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (1) CUSTOMER’S OBLIGATION TO PAY FOR THE Services or taxes; (2) a party’s obligations UNDER Section 9; AND (3) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

10.2 Exclusions. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES, LOSS OF USE, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1) PAYMENTS TO A THIRD PARTY ARISING FROM A PARTY’S OBLIGATIONS UNDER Section 9; AND (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

11. TERM AND TERMINATION

11.1 Termination. A party may terminate this Agreement for cause if the other party (a) materially breaches this Agreement and fails to cure the breach within 30 days after written notice detailing the breach, or (b) becomes subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within 60 days.

11.2 Refund or Payment upon Termination. If Customer terminates per Section 11.1, Company will refund prepaid fees for the remainder of the Solution Term. If Company terminates per 11.1, Customer will pay all unpaid fees for the remainder of the Solution Term. Termination does not relieve Customer of fees accrued prior to termination.

11.3 Customer Data Portability. On termination or expiration, Customer will cease using the Solution. Upon written request within 30 days, Company will export Customer Data in its standard format at no charge. After 30 days, Company will delete Customer Data per its standard procedures unless legally prohibited.

11.4 Surviving Provisions. Sections 2.3, 6, 7, 8, 8.4, 9, 10, 11, 12.4, 12.5, 12.6 will survive any termination or expiration of this Agreement.

12. GENERAL PROVISIONS

12.1 Export Compliance. The Solution may be subject to export laws. Each party represents it is not on any U.S. denied-party list. Customer will not permit use in any U.S.-embargoed country and will comply with applicable export laws.

12.2 Anti-Corruption. Customer has not received any improper bribe, kickback or payment from Company in connection with this Agreement. Reasonable business courtesies do not violate this provision. Customer will promptly notify Company of any violation.

12.3 Publicity and Reference. Any such use of a party’s name or logo shall be subject to the terms of the Agreement, and any trademark usage guidelines that such party may provide the other party.

12.4 Force Majeure Event. Neither party is liable for failure to perform (excluding payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, epidemics, or infrastructure failures (each a “Force Majeure Event”). The affected party shall use reasonable efforts to mitigate.

12.5 Solution Analyses. Company may compile and use de-identified, aggregated data from the Solution for security, product development, and statistical analysis (“Solution Analyses”). Such Analyses will not identify Customer or any individual. Company retains all IP rights in Solution Analyses.

12.6 Entire Agreement. This Agreement is the entire agreement between the parties regarding the Services, superseding all prior agreements. Modifications must be in writing and signed by the party against whom enforcement is sought.

12.7 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.8 No Third-Party Beneficiaries. There are no other third-party beneficiaries under this Agreement.

12.9 Notices. Notices must be in writing to the addresses above, effective upon (a) personal delivery, (b) five business days after certified mailing, (c) confirmed overnight delivery, or (d) for non-Legal Notices, the day of email. Legal Notices (termination or indemnification claims) may not be delivered by email.

12.10 Waiver. No failure or delay by either party in exercising any right hereunder will constitute a waiver of that right.

12.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, with all other provisions of this Agreement remaining in effect.

12.12 Assignment. Neither party may assign this Agreement without prior written consent (not unreasonably withheld), except to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all assets. This Agreement binds and benefits the parties and their permitted assigns.

12.13 Governing Law. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules. The UN Convention on the International Sale of Goods does not apply. Either party may seek equitable relief in any court of competent jurisdiction for claims regarding Confidential Information or intellectual property. Claims must be made in writing within two (2) years of when the claiming party knew or should have known of the underlying facts, or within the applicable statutory period if shorter.

12.14 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.