RELOAD TECH INC.

THESE TERMS OF USE GOVERN THE USE OF RELOAD’S SOFTWARE AND SERVICES LOCATED AT WITHRELOAD.COM AND ANY RELATED DOMAINS AND WHITE LABEL OR EMBEDDED IMPLEMENTATIONS (THE “SERVICE”).

IF YOU REGISTER FOR A FREE TRIAL OF THE SERVICE, THIS AGREEMENT ALSO GOVERNS THAT FREE TRIAL.

BY (A) CLICKING A BOX INDICATING ACCEPTANCE, (B) EXECUTING AN ORDER FORM OR OTHER TRANSACTION DOCUMENT THAT REFERENCES THIS AGREEMENT, OR (C) ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, FUND, ACCELERATOR, FINANCIAL INSTITUTION OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

FOR PURPOSES OF THIS AGREEMENT, “CUSTOMER” MEANS YOU AND, IF APPLICABLE, THE LEGAL ENTITY YOU REPRESENT.

YOU MAY NOT ACCESS THE SERVICE IF YOU ARE A DIRECT COMPETITOR OF RELOAD, EXCEPT WITH RELOAD’S PRIOR WRITTEN CONSENT. YOU MAY NOT ACCESS THE SERVICE FOR THE PURPOSE OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSE, EXCEPT WITH RELOAD’S PRIOR WRITTEN CONSENT.

THIS AGREEMENT BECOMES EFFECTIVE BETWEEN CUSTOMER AND RELOAD TECH INC. (“RELOAD”) ON THE EARLIEST OF (I) THE DATE CUSTOMER FIRST ACCEPTS THIS AGREEMENT, (II) THE DATE CUSTOMER EXECUTES AN ORDER THAT REFERENCES THIS AGREEMENT, OR (III) THE DATE CUSTOMER FIRST USES THE SERVICE (THE “EFFECTIVE DATE”).

1. SCOPE OF AGREEMENT

This Master Subscription Agreement (“Agreement”) sets out the terms under which Reload will provide the Service to Customer.

Capitalized terms are defined in Appendix 2 (Definitions).

This Agreement incorporates and is made up of:

1. Appendix 1: Reload Service Level Terms

2. Appendix 2: Definitions

3. Appendix 3: Reload Data Processing Addendum (DPA)

4. One or more transaction documents, such as an Order Form or Statement of Work (“SOW”), that reference this Agreement

If there is a conflict between these documents, the order of precedence is described in Section 14.11.

2. SUBSCRIPTIONS TO THE SERVICE

2.1 Subscriptions

Customer purchases access to the Service on a subscription basis (“Subscriptions”). Each Subscription is described in the applicable Order, including scope, permitted use, quantity and pricing.

Customer may add additional Subscriptions during a Subscription Term at the same pricing as set out in the then current Order, unless otherwise agreed. Added Subscriptions will be co-terminous with the existing Subscription Term, and fees will be prorated for the remainder of that term.

2.2 Usage Limits

Customer’s Subscriptions are subject to the usage limits set forth in the applicable Order, such as number of seats, organizations, AI agents, portfolios, transactions, or other metrics.

Customer will not use the Service in a manner that exceeds the applicable usage limits. If Reload reasonably determines that Customer has exceeded such limits, Reload may request that Customer execute an additional Order to purchase the necessary entitlements. Customer will pay any related fees in accordance with this Agreement.

3. RELOAD RESPONSIBILITIES

3.1 Access to the Service

During the Subscription Term, Reload will:

1. Make the Service available to Customer according to this Agreement and any applicable Order

2. Maintain appropriate safeguards designed to protect the security, confidentiality and integrity of Customer Data, as further described in the DPA

3. Be responsible for the performance of its personnel, including its subcontractors, and for their compliance with Reload’s obligations under this Agreement

3.2 White Label and Embedded Implementations

If an Order includes a white label or embedded implementation, Reload will:

1. Enable the Service under a domain or subdomain selected by Customer (for example, a Customer branded AI workforce portal)

2. Power such implementation using Reload’s technology and infrastructure behind the scenes

3. Provide configuration and support as described in the applicable Order or SOW

Customer remains responsible for how it presents the white label or embedded Service to its own customers or portfolio companies.

4. CUSTOMER LIMITATIONS AND RESPONSIBILITIES

4.1 Limitations

Customer will not, and will not permit any User or third party to:

1. Resell, sublicense, rent, lease, time share or otherwise make the Service available to any third party except as expressly permitted in an Order or this Agreement (for example, portfolio companies of a VC customer or customers of a financial institution under a white label program)

2. Modify, adapt, translate, copy, or create derivative works based on the Service or any part of it

3. Reverse engineer, decompile or disassemble the Service, or attempt to derive its source code (except to the limited extent permitted by applicable law and then only after providing prior written notice to Reload)

4. Access or use the Service for the purpose of creating a competing product or service, or copy any ideas, features, functions or graphics of the Service

5. Use the Service with any software, hardware or configuration that is not supported as described in the Documentation

6. Allow Users to share login credentials or otherwise circumvent account-based access controls

7. Use the Service for unlawful purposes or to store or transmit unlawful content

8. Use the Service to store or transmit malicious code such as viruses, worms or Trojan horses

9. Interfere with or disrupt the integrity, performance or security of the Service or associated systems

10. Remove, alter or obscure any proprietary rights notices of Reload or its licensors on or within the Service or Documentation

11. Attempt to bypass or interfere with Reload’s billing, usage tracking or metering

12. Use the Service other than in accordance with the Documentation

13. Perform or disclose any benchmarking, penetration testing or security testing of the Service without Reload’s prior written consent

4.2 Remedies for Breach of Limitations

Reload may, without limiting any other rights or remedies, suspend Customer’s or any User’s access to the Service if:

1. Required to do so by applicable law or government order

2. Customer or any User violates this Agreement

3. Customer’s or a User’s use of the Service disrupts the Service, affects security, or materially impairs other customers’ use

Reload will use reasonable efforts to notify Customer of any suspension, unless prohibited by law or court order, and will restore access once the underlying issue is resolved.

If Reload becomes aware that Customer Data may violate applicable law or third party rights, Reload may notify Customer and request that the relevant data be removed or corrected. If Customer does not take the requested action, Reload may disable access to the affected Customer Data until the concern is resolved.

4.3 Customer Responsibilities

Customer will:

1. Use commercially reasonable efforts to prevent unauthorized access to the Service and will remain responsible for Users’ compliance with this Agreement

2. Promptly notify Reload of any unauthorized access or use that comes to Customer’s attention

3. Use the Service only in accordance with the Documentation, this Agreement, and applicable laws and regulations

4. Comply with the terms of service of any non Reload applications that Customer uses in conjunction with the Service

5. Remain responsible for any actions or omissions of its Affiliates, portfolio companies, end customers, or Users that violate this Agreement

5. DATA RESPONSIBILITIES

5.1 Compliance With Laws

Customer is solely responsible for:

1. Determining what data is submitted to or through the Service

2. Obtaining all necessary consents and authorizations to submit Customer Data and to instruct Reload to process such data

3. Ensuring the accuracy, quality and legality of Customer Data

4. Ensuring compliance with all applicable data protection and privacy laws, including where Customer invites or manages Users, portfolio companies, or its own customers on the Service

Customer represents that it has all rights necessary for Reload and its subprocessors to process Customer Data as described in this Agreement and the DPA. Reload receives no rights in Customer Data other than those expressly granted in this Agreement.

5.2 Excluded Data

Customer will not submit to the Service any data that is subject to heightened security requirements by law, regulation or contract, such as:

• Data regulated under GLBA

• Protected health information under HIPAA

• Student data regulated by FERPA

• Children’s data under COPPA

• Payment card data that must be handled under PCI DSS

• Similar categories under international equivalents

Such data is referred to as “Excluded Data”.

Reload has no responsibility or liability related to Excluded Data and Customer is solely responsible for ensuring Excluded Data is not transmitted to or stored in the Service.

6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

6.1 Reservation of Rights

Access to the Service is provided on a subscription basis, not sold.

Except for the limited rights expressly granted to Customer in this Agreement and any applicable Order, Reload reserves all rights, title and interest in and to:

• The Service

• The underlying software, infrastructure and user interface

• Reload Materials and any deliverables created while providing Professional Services

• Any improvements, updates, modifications or derivative works of the above

• All associated intellectual property rights

Where Customer purchases Professional Services, Reload grants Customer a non exclusive, non transferable, non sublicensable license to use the Reload Materials solely in connection with Customer’s authorized use of the Service and subject to this Agreement.

Nothing in this Agreement limits Reload’s right to develop, market or offer products or services that may compete with Customer’s products or services.

6.2 Customer Data

Customer (and its licensors where applicable) retains ownership of all Customer Data.

Customer grants Reload a non exclusive, worldwide, royalty free license to use, reproduce, display, modify, distribute and process Customer Data:

1. To provide, secure, maintain and support the Service and any Professional Services

2. To prevent or address technical or security issues and respond to support requests

3. To enable integrations with Customer’s connected applications at Customer’s request

4. As required by applicable law or legal process

6.3 Aggregate and Anonymized Data

Reload may collect and create data derived from the operation and use of the Service, including usage metrics and AI workforce analytics, and may aggregate or anonymize such data so that it does not identify Customer, any User, or any identifiable individual (“Aggregate Data”).

Reload may use Aggregate Data to operate, improve and market the Service and its business. Aggregate Data is owned by Reload, provided that Reload’s use does not disclose Customer Data, Customer Confidential Information or personal data in identifiable form.

6.4 Ownership of Deliverables

Reload owns all intellectual property rights in any deliverables or work product produced in connection with Professional Services (“Deliverables”). Reload grants Customer a non exclusive, worldwide license to use such Deliverables solely in connection with Customer’s permitted use of the Service.

6.5 Feedback

If Customer or any User provides suggestions, ideas, enhancement requests, recommendations or other feedback about Reload’s products or services (“Feedback”), Customer grants Reload a perpetual, irrevocable, royalty free, worldwide, transferable and sublicensable license to use and incorporate that Feedback into the Service and Reload’s business without restriction or obligation. Feedback is not treated as Customer Confidential Information.

7. FEES AND TAXES

7.1 Fees

Customer will pay the subscription fees set out in the applicable Order. All fees are recurring and billed according to the billing frequency stated in the Order.

7.2 Billing and Payment

Fees are charged in advance and will be invoiced or automatically charged to Customer’s designated payment method, as applicable. All amounts are due as stated on the invoice.

7.3 No Refunds

Except as expressly provided in this Agreement, all fees are non-refundable and all subscription commitments are non-cancellable during the subscription term.

7.4 Taxes Included

All fees stated in the Order are inclusive of applicable taxes. Reload is responsible for remitting any taxes owed on the subscription fees.

7.5 Suspension

Reload may suspend access to the Service if undisputed fees remain unpaid after notice, and access will be restored once payment is received.

8. CONFIDENTIAL INFORMATION

8.1 Definition

“Confidential Information” means any information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation:

• This Agreement and Orders

• Pricing

• Product roadmaps and plans

• Technical and security information

• Source code, algorithms and architecture

• Business and marketing plans

• Customer lists

• Financial information

• Information about the operation of the Service and Documentation

Recipient may disclose Confidential Information only to its Affiliates, employees, contractors, advisors or directors who need to know the information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement.

8.2 Exclusions

Confidential Information does not include information that:

1. Is or becomes publicly available through no breach by Recipient

2. Was known to Recipient without restriction before disclosure

3. Is independently developed by Recipient without use of or reference to Discloser’s Confidential Information

4. Is lawfully received from a third party without restriction

5. Discloser agrees in writing is not confidential

8.3 Obligations

Recipient will:

1. Use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement

2. Use reasonable measures to protect Confidential Information from unauthorized use or disclosure

3. Not disclose Confidential Information to any third party except as permitted in this Agreement or with Discloser’s written consent

If Recipient is required by law or court order to disclose Confidential Information, it may do so provided it gives Discloser reasonable prior notice (to the extent legally permitted) and discloses only the minimum amount required.

Any prior nondisclosure agreement between the parties relating to the subject matter of this Agreement is superseded by this Section 8.

8.4 Injunctive Relief

Unauthorized use or disclosure of Confidential Information may cause irreparable harm. Discloser is entitled to seek injunctive or equitable relief, in addition to any other remedies, to prevent or stop any breach of this Section 8, without the need to post a bond.

9. WARRANTIES AND DISCLAIMER

9.1 Mutual Representations

Each party represents and warrants that:

1. It has the legal power and authority to enter into this Agreement

2. This Agreement, and each Order it signs, is a valid and binding obligation

3. Its performance of this Agreement does not conflict with any other agreement to which it is a party
   
   

9.2 Reload Warranties

Reload represents and warrants that:

1. Reload will provide any Professional Services with reasonable skill and care

2. The Service will perform in all material respects in accordance with the Documentation under normal use

3. Reload has taken commercially reasonable steps designed to ensure the Service does not introduce malicious code into Customer’s systems
   
   

If Customer believes the Service does not conform to the foregoing warranty, Customer must notify Reload in writing without undue delay and describe the nonconformity. Reload will make commercially reasonable efforts to correct the issue.

9.3 Customer Warranties

Customer represents and warrants that:

1. It has all rights and consents necessary to provide Customer Data to Reload and to permit Reload to process Customer Data as described in this Agreement and the DPA

2. It has obtained any consents required by law from its Users and other data subjects whose personal data is included in Customer Data

3. Its use of the Service will comply with applicable laws and regulations

9.4 Vendor and Agent Providers

Customer may use the Service to invite third party vendors or AI agent providers to offer products or services to Customer or its Users, or may integrate third party agents into the Service.

Reload has no responsibility or liability for any products, services or outputs provided by such vendors or AI agent providers.

9.5 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS SECTION 9, THE SERVICE, DOCUMENTATION AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

RELOAD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

RELOAD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT ANY AI AGENT OUTPUT OR INSIGHT WILL BE ACCURATE OR RELIABLE.

THE SERVICE IS NOT DESIGNED OR WARRANTED FOR USE IN HAZARDOUS OR SAFETY CRITICAL ENVIRONMENTS REQUIRING FAIL SAFE PERFORMANCE.

10. INDEMNIFICATION

10.1 Indemnification by Reload

Reload will defend Customer against any third party claim alleging that Customer’s authorized use of the Service directly infringes the third party’s patent, copyright or trademark, or misappropriates the third party’s trade secrets (a “Third Party IP Claim”), and will pay any damages and reasonable attorneys’ fees finally awarded against Customer by a court of competent jurisdiction, or agreed in a settlement approved by Reload, to the extent arising from such Third Party IP Claim.

Reload’s obligations under this Section 10.1 are conditioned on Customer:

1. Being current on all undisputed fees, or becoming current before seeking indemnification

2. Promptly notifying Reload in writing of the Third Party IP Claim (no later than fifteen (15) days after receiving notice)

3. Granting Reload sole control of the defense and settlement of the claim

4. Cooperating with Reload (at Reload’s expense) in the defense

Reload will not settle any claim that requires Customer to admit liability or pay any amount, without Customer’s prior written consent.

This Section 10.1 states Customer’s exclusive remedy and Reload’s entire liability for any Third Party IP Claim.

10.2 Mitigation

If the Service, or any part of it, is or in Reload’s reasonable opinion is likely to be the subject of a Third Party IP Claim, Reload may at its option:

1. Procure the right for Customer to continue using the Service

2. Replace or modify the Service so that it becomes non infringing and materially equivalent

3. If neither option is commercially feasible, terminate the affected Subscriptions and refund any prepaid and unused fees for the terminated portion of the Subscription Term
   
   

10.3 Exclusions

Reload has no liability for any Third Party IP Claim to the extent it arises from:

1. Third party components, applications or services that are not provided by Reload

2. Use of the Service in violation of this Agreement or an Order

3. Compliance with designs, specifications or instructions provided by Customer

4. Use of the Service after Reload has notified Customer to stop using the allegedly infringing component, if Reload has offered a replacement or modification
   
   

10.4 Indemnification by Customer

Customer will defend Reload against any third party claim arising from:

1. Customer Data or Reload’s processing of Customer Data as permitted in this Agreement, including any allegation that such processing infringes or violates a third party’s rights or applicable law

2. Customer’s or any User’s breach of Sections 4 or 5

Customer will pay any damages and reasonable attorneys’ fees finally awarded against Reload by a court of competent jurisdiction, or agreed in a settlement approved by Customer, to the extent arising from such a claim, provided that Reload:

1. Promptly notifies Customer of the claim

2. Allows Customer to control the defense and settlement

3. Cooperates with Customer (at Customer’s expense) in the defense
   
   

11. LIMITATION OF LIABILITY

11.1 Exclusion of Indirect Damages

IN NO EVENT WILL EITHER PARTY, OR ITS AFFILIATES OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2 Liability Cap

EXCEPT FOR:

• CUSTOMER’S OBLIGATION TO PAY FEES

• CUSTOMER’S BREACH OF SECTIONS 4 OR 5

• EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY)

• A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10
  
  

EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO RELOAD UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

THE PARTIES ACKNOWLEDGE THAT THE FEES PAID UNDER THIS AGREEMENT REFLECT THE ALLOCATION OF RISK IN THIS SECTION 11.

12. TERM AND TERMINATION

12.1 Subscription Term

Each Subscription runs for the period stated in the applicable Order (“Subscription Term”), beginning on the subscription start date.

Unless an Order states otherwise, each Subscription will automatically renew for successive periods equal to the expiring Subscription Term, unless either party gives written notice of non renewal at least ninety (90) days before the end of the then current Subscription Term.

12.2 Term of Agreement

This Agreement starts on the Effective Date and continues until terminated in accordance with this Section 12 (the “Term”).

12.3 Termination for Cause

Either party may terminate this Agreement or any affected Orders upon written notice if the other party:

1. Materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach, or

2. Ceases business operations, becomes subject to insolvency proceedings, has a receiver appointed, or is liquidated or dissolved
   
   

Either party may also terminate this Agreement on ten (10) days’ prior written notice if no Orders are then in effect.

12.4 Effect of Termination

Upon termination of this Agreement:

1. Reload’s obligation to provide the Service ends

2. Customer’s and all Users’ rights to use the Service terminate

3. Each party will promptly delete or destroy any Confidential Information of the other in its possession, subject to applicable law and reasonable backup retention, and subject to Section 8 and the DPA

If Customer terminates this Agreement for Reload’s uncured material breach, Reload will refund any prepaid and unused fees covering the remainder of any terminated Subscription Term.

If Reload terminates this Agreement for Customer’s uncured material breach, Customer will pay any unpaid fees that would have become due for the remainder of the Subscription Term.

12.5 Suspension in Lieu of Termination

If any undisputed amount is thirty (30) or more days past due, Reload may, after giving at least ten (10) days’ prior written notice, accelerate all unpaid fee obligations so that they become immediately due, and may suspend the Service until such amounts are paid in full.

13. SURVIVAL

The following provisions, and any other provisions that by their nature should survive, will survive expiration or termination of this Agreement:

• Fees and payment obligations accrued before termination

• Confidentiality (Section 8)

• Indemnification (Section 10)

• Limitation of liability (Section 11)

• Effect of termination (Section 12.4)

• Governing law and dispute resolution (Section 14.6)

• Appendices and the DPA, to the extent they apply to any remaining Customer Data
  
  

14. MISCELLANEOUS

14.1 Assignment

Either party may assign this Agreement:

1. To an Affiliate, or

2. In connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets

Any permitted assignment will bind the assigning party’s successors and permitted assigns.

If Customer assigns this Agreement to a direct competitor of Reload, or is acquired by a direct competitor of Reload, Reload may terminate the Agreement upon written notice.

14.2 Compliance With Laws

Each party will comply with all applicable laws and regulations, including export control laws, anti bribery and anti corruption laws, and data protection laws.

14.3 Future Features and Functionality

Customer acknowledges that any future features, functionality or services discussed by Reload, whether on websites, in presentations or in other communications, are not commitments, and may not be delivered on any particular timeline or at all.

Customer agrees that its decisions to purchase the Service are based solely on features and functionality that are available as of the time of entering into an Order, not on future features or roadmap items.

14.4 Notices

Notices under this Agreement must be in writing and sent by:

• Personal delivery

• Certified or registered mail, return receipt requested

• Recognized courier service

Notices to Customer will be sent to the address or email listed on the most recent Order. Notices to Reload will be sent to:

Reload Tech Inc.
[Address]
Email for legal notices: legal@withreload.com

Notices are deemed given on receipt or, if sent by mail, five (5) days after deposit.

14.5 Non Waiver

A failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.

14.6 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, United States of America, without regard to conflict of law rules.

Any claim or dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of such courts.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

To the maximum extent permitted by law, each party waives any right to a jury trial in any action relating to this Agreement.

14.7 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court, that provision will be interpreted or limited so as to be valid and enforceable, and the remaining provisions will remain in full force and effect.

14.8 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency or fiduciary relationship. No party has authority to bind the other.

Each party may identify the other as a customer or supplier in its marketing materials.

14.9 Force Majeure

Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, strikes, network or internet failures, or failures of third party hosting providers.

The affected party will use reasonable efforts to mitigate the impact of the force majeure event. If such event continues for more than sixty (60) days, either party may terminate the Agreement upon written notice.

14.10 U.S. Government Rights

The Service is commercial computer software and documentation developed entirely at private expense. If the Service is acquired by or on behalf of a U.S. government entity, it is provided with only those rights set forth in this Agreement, in accordance with applicable acquisition regulations.

14.11 Entire Agreement and Order of Precedence

This Agreement, together with its Appendices and all Orders and SOWs that reference it, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements and understandings (written or oral) related to its subject matter.

Any Customer purchase order or similar document is for administrative convenience only and has no legal effect even if signed by Reload.

If there is a conflict between documents, the order of precedence is:

1. The applicable Order

2. This Agreement

3. Any SOW

4. The Documentation
   
   
   

This Agreement may be executed electronically and in counterparts.

APPENDIX 1

RELOAD SERVICE LEVEL TERMS

1. Service Availability

Reload will use commercially reasonable efforts to maintain availability of the production Service at 99.9 percent uptime in each calendar month (the “Uptime Commitment”).

If actual availability in a calendar month is below the Uptime Commitment, then, upon Customer’s written request, Reload will extend Customer’s Subscription Term by an amount equal to ten times (10x) the duration of the Unavailability, with a minimum extension of one business day.

2. Definition of Unavailability

“Unavailability” means that the production instance of the Service is not available to transmit or receive data, as confirmed by Reload’s monitoring tools, and the outage is not part of an excluded event.

Unavailability does not include downtime caused by:

• Scheduled maintenance within announced maintenance windows

• Non production, sandbox or beta environments

• Force majeure events

• Failures of Customer’s network, internet connectivity or systems

• Failures in third party infrastructure or providers outside Reload’s reasonable control (for example, cloud hosting provider outages or internet backbone issues)

• Reload’s suspension of the Service as permitted under this Agreement
  
  

3. Customer Connectivity
   
   

Customer is responsible for maintaining its own network, devices, telecommunications, and browser configurations necessary to access the Service. Reload is not responsible for issues caused by such components.

APPENDIX 2

DEFINITIONS

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent (50 percent) of the voting interests of the entity. For clarity, Reload Tech (Canada) Inc. is an Affiliate of Reload Tech Inc.

“Authorized User” or “User” means an individual who is authorized by Customer to use the Service under Customer’s account, such as an employee, contractor, portfolio company user, or other person invited by Customer, and who has been supplied unique login credentials.

“Customer Data” means any electronic data, content or information submitted, uploaded or transmitted to the Service by or for Customer, including data about Customer’s portfolio companies, end customers, AI agents, usage and payments.

“Documentation” means Reload’s user guides, API documentation, implementation manuals and similar materials describing the features and operation of the Service, as updated from time to time.

“Order” means an order form, statement of work or similar transaction document executed by both parties, or accepted through a self serve flow, that specifies the Service, Subscription Term, usage limits, and associated fees.

“Party” means either Customer or Reload, and “Parties” means both.

“Professional Services” means implementation, configuration, training, advisory, or other services provided by Reload, as described in an Order or SOW.

“Service” means Reload’s hosted software as a service platform that provides AI workforce management, agent integration, wallet, billing, and related functionality, including any white label or embedded deployment, as described in the Documentation and the applicable Order.

“Subscription” means the right to access and use the Service, subject to the terms of this Agreement and the applicable Order, during the Subscription Term.

“Subscription Term” means the period during which Customer is permitted to use the Service under a particular Subscription, as set out in the applicable Order.

“Vendor” or “Agent Provider” means a third party that Customer invites or integrates with the Service to offer AI agents, tools or services to Customer or its Users.

Capitalized terms used but not defined in this Appendix have the meanings given elsewhere in the Agreement.

APPENDIX 3

RELOAD DATA PROCESSING ADDENDUM (DPA)

This Data Processing Addendum (“DPA”) forms part of the Master Subscription Agreement between Reload and Customer (the “Agreement”) and reflects the parties’ agreement regarding the processing of Personal Data.

This DPA applies where Reload processes Personal Data on behalf of Customer in the course of providing the Service.

The DPA includes:

• Definitions

• Roles of the parties

• Data subject rights

• Security measures

• Subprocessor commitments

• International transfer mechanisms (for example, Standard Contractual Clauses)

You can use this Appendix as the starting point for your DPA. If you want, I can now:

• Fill out the DPA in full in Reload’s name

• Tailor the SCC sections and UK addendum

• Add your actual legal address and contact details

• Align terminology with your Privacy Policy and security controls