SOFTWARE TERMS OF SERVICE.

Last Updated: April 2026

Support Terms of Service
Professional Services Agreement
Precursive AI Terms

1. AGREEMENT

1.1 These Terms of Service (‘Terms’), together with the terms set out in the accompanying order form (‘Order’) comprise the agreement

(‘Agreement’) between the applicable Precursive entity determined by Clause 27 ('Precursive') and you, the customer specified in the Order, (‘You’ or ‘Customer’, and any reference to ‘Your’ shall be construed accordingly) pursuant to which Precursive will grant You the right to access and use the software described in the Order (‘Software’), the Documentation and/or any services provided hereunder (collectively, the ‘Services’).

1.2 By submitting an Order or by signing or accepting these Terms, whether as part of Precursive’s online ordering process or otherwise,

You agree to contract on the basis of these Terms and that they prevail over any other terms which You may seek to impose or introduce, including (without limitation) any terms set out in or relating to any purchase order, acceptance or acknowledgement issued by You.

1.3 Any person submitting an Order, or making any other representation, on Your behalf represents and warrants that they have the legal

right and authority to bind You to the terms of the Agreement.

1.4 You confirm that You have had the opportunity to evaluate the Software, satisfy yourself as to its suitability, and that You have not
relied on any representation or statement other than as set out in the Agreement.

1.5 The Agreement supersedes all and any previous agreements in relation to its subject matter. Capitalized terms are defined herein or in
the Order.

2. LICENSE

2.1 In consideration of the payment of all applicable fees hereunder, Precursive hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to install and use the Software only within the Customer’s Salesforce.com instance (namely the specific configuration of Salesforce software used by the Customer under license from Salesforce) (‘SF Instance’) on condition that the said right extends only to use:

(a) for the Customer’s internal business purposes;

(b) in accordance with the Customer’s permitted use of the SF Instance;

(d) in accordance with any restrictions set out in the Order.

2.2 You may only use the Software as specified in clause 2.1. You may not, without the prior written consent of Precursive:

(a) sub-license, assign or novate the benefit or burden of the license granted under clause 2.1 (‘License’) in whole or in part;

(b) allow the Software to become the subject of any charge, lien or encumbrance;

(d) access all or any part of the Software or the related documentation (‘Documentation’) in order to build products or services which compete with those of Precursive.

2.3 You shall use commercially reasonable efforts to prevent any unauthorized access to, or use of, the Software and/or the Documentation and, in the event of any such unauthorized access or use, shall:

(a) promptly notify Precursive; and

(b) pay, for broadening the scope of the License granted under the Agreement to cover any unauthorized use, an amount equal to the fees which Precursive would have charged (in accordance with its normal commercial terms then current) had it licensed any such unauthorized use on the date when such use commenced.

2.4 You accept and agree that Precursive or its authorized representatives may monitor, collect and record usage information relating to the

Software for the purpose of verifying compliance with the terms of the Agreement.

2.5 The rights provided under this clause 2 are granted to the Customer (including its wholly owned operating subsidiaries) only and, unless otherwise agreed in writing by Precursive, shall not be considered granted to any other party.

2.6 Without prejudice to any other provision of the Agreement, the parties shall comply with the terms set out at the following link (which are hereby incorporated by reference): Product Usage Terms.

3. SALESFORCE DEPENDANCY

You acknowledge and agree that access to and use of the Software is entirely dependent on the availability and proper functioning of Your SF Instance and that Precursive has no control over Your SF Instance or the services you receive from Salesforce or other third parties. You are responsible for ensuring the availability of Your SF Instance, including (without limitation) the payment of all fees and compliance with applicable terms of use, and You agree that Precursive is not responsible for any inability to access or use the Software, or interruption or degradation of the performance of the Software, to the extent caused by any issues, problems, errors, delays, malfunctions or inaccessibility relating to Your SF Instance or to third party technologies or services, whether as a result of Your defaults or otherwise. You are solely responsible for the configuration of Your SF Instance and all technology and services necessary to access and use the internet and Your SF Instance.

4. RESTRICTIONS

4.1 Except as expressly permitted under the Agreement, the Customer has no right (and shall not permit any third party) to copy, adapt,

reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part. The Customer may reduce the Software to human readable form (whether by reverse engineering, decompilation or disassembly) to the extent this is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer provided that Precursive is engaged by the Customer to carry out such integration at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period (subject to the Customer meeting Precursive’s reasonable costs in providing that information) before the Customer undertakes any such reduction.

4.2 The Customer may not use any information provided by Precursive or obtained by the Customer during any such reduction permitted

under clause 4.1 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

4.3 You may not: (a) remove or destroy any copyright notices or other proprietary markings on or relating to the Software; (b) attempt to

circumvent any use restrictions or gain unauthorized access to the Software, computer systems or networks related to the Software; (c) modify or create derivative works based on the Software; (d) copy or distribute the Software; (e) allow use of the Software by anyone other than user(s) authorized and paid for by You; (f) knowingly transmit through the Software unlawful, libelous, tortious, defamatory, threatening, vulgar, or obscene material; or (g) use the Software other than as expressly permitted under clause 2 above. You acknowledge that Precursive may, upon written notice, utilize technological license control features that can limit Your access to or use of Software.

5. FEES AND PAYMENT

5.1 The Customer subscribes to the Software on the subscription basis set out in the Order. The initial subscription begins on the Effective

Date and runs for the Initial Subscription Period, each as defined in the Order. Where a trial period has been agreed in the Order, the Initial Subscription Period begins automatically on the first day immediately following the end of the agreed trial period (the ‘Effective Date’ for that purpose), unless the Customer provides written notice of its intent to terminate the trial period at least ten (10) days prior to the expiration of the trial period. Precursive will invoice the Customer on the Effective Date for the first annual subscription fee, as set forth in the Order, and the Customer shall make payment within thirty (30) days of receipt of Precursive’s invoice. Precursive Terms of Service

5.2 Subscription fees for each contract year thereafter are due and payable by the Customer within thirty (30) days of receipt of

Precursive’s applicable invoice, which shall be issued thirty (30) days before the anniversary of the current subscription year.

5.3 The Customer will promptly provide all assistance reasonably required by Precursive in connection with invoicing and payment including

(without limitation) the provisions of appropriate purchase order details.

5.4 If Precursive has not received payment in accordance with the terms of the Agreement, it may, without prejudice to any other rights and

remedies and without liability to the Customer, suspend the Customer’s access to and/or use of all or part of the Software (as applicable) and maintain the suspension until such payment has been received by Precursive.

5.5 All amounts and fees stated or referred to in the Agreement:

otherwise agreed;

(d) are non-cancellable and non-refundable (except as expressly set forth in this Agreement);

(e) are payable in full, net of all charges, and without set-off, deduction or withholding; and

(f) are exclusive of all foreign, federal, state, and local sales, use, value-added, and other taxes, duties, and charges, if any, that may apply (other than taxes on Precursive’s assets or income), which (where applicable) shall be added to Precursive’s invoice(s) at the appropriate rate.

5.6 Customer may purchase additional user licenses at any time during the Subscription Period at the fees set forth in the Order on a pro-

rata basis (based on the number of days remaining in the then applicable Subscription Period) so that all licenses will have the same expiration date.

5.7 It is not possible to reduce the quantity of licenses purchased during the subscription term. Any request to reduce license quantity will

take effect at the start of the next Subscription term.

5.8 Precursive shall be entitled to increase its fees upon 60 days' prior notice to the Customer and any such increase shall take effect from

the start of the next applicable Renewal Period.

6. OWNERSHIP

6.1 The Customer acknowledges and agrees that Precursive and/or its licensors own(s) all intellectual property rights in the Software

(inclusive of any modifications, enhancements, updates, improvements or new releases) and the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Software or the Documentation. The rights granted hereunder are by way of license and do not constitute a transfer or sale of Precursive or its licensors’ ownership rights in or to the Software, including, without limitation: (a) the Documentation; (b) Precursive’s name, logo, domain name or trademarks; and (c) hardware, processes, algorithms, user interfaces, know-how and other trade secrets or technology (collectively, ‘Precursive Technology’). Except for the rights granted above, Precursive and its licensors retain all right, title and interest in and to Precursive Technology, including (without limitation) all intellectual property rights therein. ‘Precursive’, ‘Taskfeed’ and the Precursive logo are trademarks owned by Precursive and all rights therein are fully reserved.

6.2 Precursive acknowledges and agrees that You own the information in Your SF Instance and Precursive makes no claim of ownership to

any such information. You hereby grant Precursive all rights to access and use the information in Your SF Instance to the extent necessary for the operation of the Software and for the provision of any services, including (without limitation) support services, provided by Precursive. You are solely responsible for the accuracy of all information in Your SF Instance.

7. CUSTOMER OBLIGATIONS

7.1 The Customer shall:

(a) provide Precursive with:

i. all necessary cooperation in relation to the Agreement; and

ii. such documents, data, drawings, plans, diagrams, designs, reports, specifications or other information as Precursive may reasonably require in order to provide the Services, including but not limited to security access information and configuration services, and the Customer shall ensure that all information that it provides is complete, true and accurate in all material respects;

(b) appoint a representative who shall have the authority contractually to bind the Customer on matters relating to the Agreement;

(c) make available such Customer staff and applicable subcontractors or suppliers (if any) as may be required for Precursive to comply with its obligations in the Agreement;

(d) carry out all Customer responsibilities set out in the Agreement in a timely and efficient manner;

(e) ensure that Users use the Software and the Documentation in accordance with the Agreement (and the Customer hereby accepts liability and responsibility for any act, omission or breach of the Agreement by any User(s));

(f) obtain and maintain all Customer licenses, consents, and permissions necessary for Precursive, its contractors and agents to perform their obligations under the Agreement;

(g) be solely responsible for the accuracy, reliability, and quality of Customer Data;

(h) be responsible for procuring and maintaining its network connections and telecommunications links and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;

(i) be responsible for the management and configuration of the Software, including (without limitation) any sharing or collaboration facility if permitted under the terms of the License, in full knowledge and acceptance of the fact that such facilities could cause Your data, including (without limitation) confidential information, to be disclosed to unintended third parties or to the public. Once external sharing features of the Software are enabled, data is made publicly available in a way that third parties could gain access to Your information by guessing or programmatically attempting to construct the external sharing URLs; and

(j) comply with all applicable laws and regulations with respect to its activities under the Agreement.

7.2 The Customer acknowledges that Precursive’s ability to perform its obligations hereunder depends on the Customer satisfactorily

complying with the obligations stated in the Agreement and that should the Customer delay or fail to perform any such obligations then Precursive will not be liable in any way for any delay, loss or damage, cost increase or other consequences arising from such failure.

7.3 The Customer shall not access, store, distribute or transmit any unauthorized code, such as a virus, Trojan horse, worm or any software

routine or hardware component designed to permit, either automatically or through externally applied controls, unauthorized access or use to disable, erase, or otherwise harm software, hardware, or data (together ‘Contaminants’) and will ensure that it does not, and that Customer personnel do not, introduce such Contaminants into the Software or the Documentation and where it detects the same, shall promptly notify Precursive of any such Contaminant issues (including, without limitation, any ransomware attacks) it experiences during the term of the Agreement and provide Precursive with all assistance reasonably required in connection with the said issues. Precursive reserves the right, without liability and without prejudice to its other rights, to disable the Customer's access to any material that breaches the provisions of this clause.

8. DATA & SECURITY

8.1 The Customer shall own all right, title and interest in and to all data provided and/or input by the Customer or on the Customer's behalf

in connection with the Agreement (‘Customer Data’) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

8.2 The Customer warrants that it owns all rights in the Customer Data and that Precursive’s use and processing of the Customer Data in

accordance with the Agreement will not infringe third party rights. The Customer hereby grants Precursive the non-exclusive, worldwide right and license to process, copy, store, transmit, display, print, view and otherwise use the Customer Data to the extent required in connection with Precursive’s performance of the Agreement.

8.3 Precursive is not responsible for maintaining backup copies of any Customer Data. The Customer acknowledges and agrees that it can

back up its data at any time and therefore accepts full responsibility in respect of the security and backup of any and all Customer Data and for the security and safety of its systems and software. The Customer agrees to take regular data backups to protect against data loss, corruption or other damage. Precursive’s liability in relation to any data loss, corruption or security will be limited (i) to that resulting from its failure to comply with its obligations under the Agreement (to the extent that any such failure does not arise due to the default of the Customer) and (ii) in accordance with clause 14, and Precursive does not otherwise accept responsibility in those respects.

8.4 For the purposes of clauses 8.4 and 8.5: ‘Data Protection Laws’ means the European Union Regulation on the protection of natural

persons with regard to the processing of personal data and on the free movement of such data (Regulation 2016/679) (‘GDPR’) to the extent the GDPR applies, the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time), the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as amended), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended), and all other applicable laws and regulations relating to processing of personal data.

8.5 To the extent Precursive processes any Customer Personal Data on the Customer's behalf when performing its obligations under the

Agreement, the parties agree to comply with their respective obligations set out in the Precursive Data Processing Addendum (which includes the CCPA Addendum, where applicable), which is incorporated herein by reference.

8.6 The Customer accepts that the processing of electronic communications is a fundamental requirement for the performance of

Precursive’s obligations and the Customer therefore consents to Precursive’s interception and storage of electronic communications and Customer Data in connection with the Agreement. The Customer accepts that electronic communications involve transmission over the internet, and over other networks, which are outside Precursive’s reasonable control. The Customer accepts the risk associated with electronic communications and the possibility that they may be accessed by unauthorized third parties and agrees that Precursive is not responsible for any related delay, loss or damage.

8.7 You are responsible for all activity occurring under your user accounts which are used to access and use the Software and shall abide by

all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Software, including (without limitation) those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) keep Your account details confidential and use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software, (ii) notify Precursive promptly of any known or suspected unauthorized use of any password or account or any other known or suspected breach of security; (iii) report to Precursive immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of content that is known or suspected by You or Your users; and (iv) not impersonate another Precursive user or provide false identity information to gain access to or use the Software. You will not attempt to or use your access to the Software to knowingly interfere with or disrupt the integrity or performance of the Software or the data contained therein.

9. TERM, TERMINATION & SUSPENSION

9.1 The Agreement shall commence on the Effective Date and continue for the Initial Subscription Period. Thereafter, the Agreement shall
automatically renew for successive periods of 12 months (each a ‘Renewal Period’), unless:

a. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Period or any Renewal Period (as applicable), in which case the Agreement shall terminate upon the expiration of the then applicable Period; or b. otherwise terminated in accordance with the provisions of the Agreement.

9.2 Each party shall have the right to terminate the Agreement if the other party commits a material breach of any term of the Agreement

and (if such breach is remediable) fails to remedy that breach within 30 days of being notified to do so.

9.3 Without limiting its other rights or remedies, Precursive may terminate the Agreement with immediate effect by giving written notice to

the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default more than five (5) days after being notified in writing to make such payment.

9.4 To the extent permitted by law, each party may terminate the Agreement if:

a. the other party becomes the subject of an involuntary petition in bankruptcy or other proceeding relating to insolvency, receivership, or liquidation;

b. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

c. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

9.5 Upon termination of the Agreement for any reason, whether with respect to a trial period or otherwise: (i) the rights granted to

Customer hereunder will immediately terminate and Customer shall immediately discontinue any use of the Software, (ii) all data inputted to the Software by the Customer and any customizations will no longer be available, and (iii) the Customer shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to Precursive. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including (without limitation) the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Precursive prior to the effective date of termination. Fees paid are strictly non-refundable except where the Agreement is terminated owing to breach by Precursive, in which case Precursive shall refund Customer a pro rata refund of any prepaid but unused fees for the remainder of the Initial Subscription Period or the then applicable Renewal Period.

9.6 Without prejudice to any other right, power or remedy and without liability, Precursive reserves the right to limit or suspend the Services:

a. if it is reasonably necessary to protect the interests of the Customer or Precursive, or the interests of any third party (including, without limitation, other customers) and/or to protect the security or operation of Precursive’s systems or network or those of its customers;

b. if the Customer breaches any of the terms of the Agreement or Precursive reasonably believes that the Customer has breached or is about to breach any of the terms of the Agreement;

c. if the Customer fails to cooperate regarding any suspected or actual breach of the terms of the Agreement; or d. if required to do so by law or further to a request from any regulatory or governmental authority.

9.7 Precursive shall not be liable for any suspension of the Services under the above circumstances and the Customer shall not be entitled to any setoff, discount, refund or other credit as a result of such suspension and/or disconnection.

10. UPDATES & SUPPORT

10.1 Precursive may, in its sole discretion, from time to time update the Software upon written notice (provided that any such updates shall

not materially and adversely impact Customer) and may include such updates, free of charge, in the Software, provided Customer has paid all applicable fees then due under the Agreement. The Customer shall promptly apply any updates provided by Precursive and Precursive shall not be responsible, whether with respect to the provision of support or otherwise, for any failure by the Customer to do so. If the Customer has not applied the update within 30 days of such release, Precursive may itself apply or require the update to the Software. The Customer accepts that updates may result in changes to the appearance and/or functionality of the Software.

10.2 Without limiting the foregoing, Precursive will provide support in accordance with the Support Terms of Service set forth in Appendix

A, which is hereby incorporated by this reference.

11. CONFIDENTIALITY

‘Confidential Information’ means information directly or indirectly disclosed by a party to the other, whether orally, electronically or in writing, which is designated as confidential or would reasonably be considered to be confidential under the circumstances by a reasonable person. Precursive’s Confidential Information shall include, but not be limited to, the Software, Documentation, technology and technical information, product designs and business processes. Customer’s Confidential Information shall include any information or data submitted by Customer to Precursive or processed or generated by Customer’s use of the Software, including Customer Data. Each party agrees to use Confidential Information of the other party solely to perform its obligations and exercise its rights under the Agreement and not to disclose, or permit to be disclosed, either directly or indirectly, the other party’s Confidential Information to any third party without the other party’s prior written consent. Each party shall safeguard the Confidential Information of the other party using the same measures and degree of care it uses to protect its own confidential information, but in no event using less than reasonable care. Notwithstanding the foregoing, ’Confidential Information’ shall not include information that is publicly available without breach of an obligation owed to the disclosing party hereunder, obtained from third parties not under confidentiality restrictions, or independently developed or known to the recipient without breach of an obligation owed to the disclosing party or reference to the other party’s Confidential Information. A party may also disclose Confidential Information to the extent required to be disclosed by order of court or other governmental entity; provided, that the party required to disclose the Confidential Information provides prompt written notice of the required disclosure to the other party to allow such party to seek adequate protections for the Confidential Information. Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of this clause 11 by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this clause.

12. INDEMNITY

12.1 The Customer shall indemnify and hold Precursive and its officers, agents, and employees harmless from any damages, losses, costs and

expenses (including, without limitation, reasonable legal fees and court costs) arising out of a third party claim or action alleging that any data or content submitted by the Customer to Precursive infringes, misappropriates, or violates any rights of a third party including (without limitation) any third party intellectual property rights.

12.2 Precursive shall indemnify and hold the Customer and its officers, agents, and employees harmless from any damages, losses, costs and

expenses (including reasonable legal fees and court costs) arising out of a third party claim or demand alleging that the Software, when used in accordance with the Agreement and the Documentation, infringes, misappropriates, or violates the intellectual property rights of a third party. The indemnity obligation set forth in this clause 12.2 is Customer’s sole and exclusive remedy for any claims that the Services infringe any third party intellectual property rights.

12.3 All and any indemnities in the Agreement are conditional upon the indemnified party:

a. giving the indemnifying party prompt notice of the claim;

b. providing reasonable co-operation to the indemnifying party in the defense and settlement of the claim, at the indemnifying party’s expense;

c. not making any admission regarding liability and not doing or omitting to do anything which may prejudice the indemnifying party’s ability to defend or settle the claim; and d. giving the indemnifying party the exclusive authority to defend and/or settle the claim.

12.4 In the defense or settlement of any claim relating to the Software, Precursive may procure the right for the Customer to continue using

the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Agreement on written notice.

12.5 In no event shall Precursive, its employees, agents and/or sub-contractors be liable to the Customer (including, without limitation,

under clause 12.2) to the extent that any alleged infringement of a third party’s rights is based on: (a) a modification of the Software by anyone other than Precursive, (b) use of the Software in breach of the Agreement or in a manner contrary to the instructions given by Precursive or the Documentation, (c) use of the Software in combination with any hardware or software not provided or authorized by Precursive, or (d) the Customer's use of the Software after notice of the alleged or actual infringement.

13. WARRANTY

13.1 Precursive warrants that for the duration of the Agreement: (a) the Services will perform materially in accordance with the applicable Documentation, and (b) Precursive will not materially decrease the overall functionality of the Services. If the Customer notifies Precursive in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Documentation, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of the License for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by Precursive, or it has not been loaded onto Precursive-specified or suitably configured equipment, Precursive shall, at Precursive's option, do one of the following:

a. repair the Software;

b. replace the Software; or

c. terminate the Agreement immediately by notice in writing to the Customer and refund a pro rata portion of the subscription fees paid but unused by the Customer as of the date of termination on return of the Software and all copies thereof, provided that foregoing warrant shall only apply if the Customer supplies all information that may be necessary to assist Precursive in resolving the defect or fault, including (without limitation) providing a documented example of any defect or fault, or sufficient information to enable Precursive to re-create the defect or fault.

13.2 Precursive warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its

obligations under the Agreement.

13.3 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the

Software has not been developed to meet the individual requirements of the Customer.

13.4 Precursive is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over

communications networks and facilities, including (without limitation) the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

13.5 The Agreement shall not prevent Precursive from entering into similar agreements with third parties, or from independently developing,

using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

13.6 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ‘AS IS’ AND PRECURSIVE

MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. PRECURSIVE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. PRECURISVE DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.

14. LIMITATIONS & EXCLUSIONS

14.1 Except as expressly and specifically provided in the Agreement the Customer assumes sole responsibility for results obtained from the

use of the Software and the Documentation and for conclusions drawn from such use. PRECURSIVE SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO PRECURSIVE BY THE CUSTOMER IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY PRECURSIVE AT THE CUSTOMER'S DIRECTION.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICBALE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY

CONTAINED IN THIS AGREEMENT, PRECURSIVE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF PRECURSIVE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

14.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO PERCURSIVE’S GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL PRECURSIVE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO INDEMNITY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PRECURSIVE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

14.4 Nothing in the Agreement excludes the liability of Precursive:

a. for death or personal injury caused by Precursive's negligence;

b.for fraud or fraudulent misrepresentation; or

c. for any other liability which may not be excluded or limited under applicable law.

15. SURVIVAL

Termination or expiration of the Agreement shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination. Without prejudice to the generality of the foregoing, the following provisions will survive any expiration or termination of the Agreement: clauses 4 (Restrictions), 6 (Ownership), 9 (Term & Termination), 11 (Confidentiality), 12 (Indemnity), 14 (Limitations & Exclusions), 15 (Survival), 16 (Force Majeure), 17 (Conflict), 18 (Variations), 19 (Waiver), 20 (Rights & Remedies), 21 (Severance), 22 (Entire Agreement), Error! Reference source not found. (Law & Jurisdiction).

16. FORCE MAJEURE

Precursive shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and Precursive takes commercially reasonable efforts to recommence performance as soon as practicable.

17. CONFLICT

In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form or SOW; (2) any Exhibit, Schedule or Addendum to this Agreement (which shall prevail over the main body of this Agreement solely with respect to the specific subject matter of such Exhibit, Schedule or Addendum); and (3) the body of this Agreement.

18. VARIATIONS

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

19. WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. RIGHTS & REMEDIES

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21. SEVERENCE

21.1 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be

invalid, unenforceable or illegal, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

21.2 If any provision or part-provision of the Agreement is deemed deleted under clause 21.1, the parties shall negotiate in good faith to

agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. ENTIRE AGREEMENT

22.1 The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede and extinguish

any previous arrangement, assurances, warranties, representations, understanding or agreement between them, whether written or oral, relating to the subject matter they cover, including (without limitation) any non-disclosure agreements previously entered into by the parties relating to the subject matter hereunder.

22.2 Each party acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance,

statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering this Agreement (unless such untrue statement was made fraudulently).

23. ASSIGNMENT

23.1 The Customer shall not, without the prior written consent of Precursive, assign, transfer, or subcontract or any of its rights or

obligations under the Agreement.

23.2 Precursive may at any time assign, transfer, or subcontract any of its rights or obligations under the Agreement; provided, that

Precursive shall remain responsible for the acts and omissions of its subcontractors. The Customer shall cooperate fully with Precursive to ensure that any such assignment, transfer, or subcontract shall take full effect (including, without limitation, entering into and executing the required documents at the request of Precursive to effect such assignment or transfer, or subcontracting).

24. NO PARTNERSHIP OR AGENCY

The parties are will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement. Each party confirms it is acting on its own behalf and not for the benefit of any other person. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the Precursive Terms of Service authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. THIRD PARTY RIGHTS

Except as expressly provider otherwise under the Agreement, the Agreement does not confer any rights on any person or third party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).

26. NOTICES

26.1 Any notice required to be given under the Agreement shall be in writing and shall be sent to the Precursive email address designated in

Clause 27.

26.2 Notice sent by email shall be deemed to have been received on the first business day after sending. Alternatively, notice may be

delivered by hand or sent by pre-paid first-class mail to the other party's registered address identified in Clause 27.

27. PRECURSIVE CONTRACTING ENTITY, NOTICES, GOVERNING LAW, & VENUE

If Customer is

domiciled in:

Precursive entity entering into this agreement:

Notices should be addressed to:

Governing law

is:

Courts with exclusive jurisdiction are:

North America (United States, Canada or Mexico)

Any other country

Precursive Inc 228 Park Ave S, PMB 56218 New York, NY 10003

Precursive Ltd 81 Mundania Road London SE22 0NW

legal@precursive.com

New York

England and Wales

New York City, New York,

U.S.A.

London,

England

EXHIBIT A

Support Terms of Service

General. Precursive will use commercially reasonable efforts to promptly respond to and resolve each case. Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in Precursive’s reasonable determination. The following table outlines the scope of support available dependent upon your purchased plan identified on the enclosed order form:

Standard

Essentials

Enhanced

Premier

Enterprise

Access to Success Hub (Online Knowledge base)

Precursive Product Support (Online Case Submission)

Phone Support

Customization & Configuration Support

Developer Support

Maintenance and Upgrade Support

Access to Training Hub (Learning Management)

Assigned Support Manager

Quarterly Support Reviews w/ Assigned Support Mngr.

Customer Designated Contacts

Managed Services Hours (Annual)

N/A

120

See order form

Managed Services Hours. Managed Services Hours are consumed through all work delivered against this agreement with the exception of “Precursive Product Support”. Any work or support that requires configuration or development will involve discovery, planning, design, and documentation all of which will consume Managed Services Hours. Any communication regarding work or support in scope for Managed Services Hours will consume Managed Services Hours. Managed Services Hours can be used at any time throughout the term of this agreement but must be consumed within the agreement. Usage of Managed Services Hours are subject to availability of the necessary team by Precursive. Managed Services Hours will not rollover at the end of the contract period without confirmation by Precursive. Where work is already scoped, it may be scheduled for delivery past contract period. Designated Contacts. “Designated Contacts” are Users Customer identifies as primary liaisons between Customer and Precursive for technical support. Customer shall identify and maintain at least one (1)

Designated Contact. Customer shall notify Precursive whenever Designated Contact responsibilities are transferred to another User. Customers’ Designated Contacts shall be responsible for:

1. overseeing Customer’s support case activity,

2. developing and deploying troubleshooting processes within Customer’s organization, and

3. having a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Precursive in diagnosing and triaging it.

Customer shall ensure that Designated Contacts:

A. are knowledgeable about the applicable Services in order to help resolve, and to assist Precursive in analysing and resolving technical issues, and

B. have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Precursive in diagnosing and triaging it.

Business Impact. Issues will be categorized and handled according to an assigned business impact level. Precursive will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below, depending on the severity level set on the case.

Business Level Impact

Description

Targeted Initial Response Time

Standard

Enhanced/Essetial

Premier/
Enterprise

Targeted On-going communication

Standard

Enhanced/Essetial

Premier/
Enterprise

Critical

Critical functionality is not working or unavailable for all users, or issue is causing data integrity issues and no workaround is possible. Business stopping.

4 Working Hours

2 Working Hours

Updates at least every 4 hours

Critical

Critical functionality is not working or unavailable, and no workaround is possible. Business stopping.

4 Working Hours

2 Working Hours

Updates at least every business day

Updates at least every 4 hours

High

Critical functionality is partially impacted, but a complex workaround is possible. Major impact to business.

2 Business Days

4 Working Hours

Updates as soon as new information is available.

Updates at least every business day

Medium

Non-critical functionality is impacted, but a simple workaround is possible or not needed. Low or moderate impact to business.

2 Business Days

1 Business Day

4 Working Hours

Updates as soon as new information is available.

Low

Inquiries about navigation, installation or configuration. Requests for support around reporting, configuration or other new functionality.

2 Business Days

1 Business Day

Updates as soon as new information is available.

Support Hours. Support will be available the following hours:

Monday – Friday, 9am – 5pm UK Time (Excluding UK Bank Holidays)

Monday – Friday, 9am – 5pm USA Central Time (Excluding US Bank Holidays)

Cooperation. Precursive must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Precursive to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate. Also, subject to Customer's approval on a case-by-case basis, Users may be asked to provide remote access to their Org for troubleshooting purposes.

Software Version. Precursive will provide support to the Customer for current and the immediately prior versions of the Software. Customers may be required to upgrade to the most recent version of the software.

Maintenance and Upgrade Support. Working with the customer designated contact to identify and execute any pre/post upgrade steps relating to Precursive products. It is the customers responsibility to accept the upgrade in a Sandbox prior to Production upgrade. Any additional configuration for the enablement of new features will require additional work. Acceptance testing of the upgrade is the responsibility of the customer.

Customization & Configuration Support. Support for investigating error messages, troubleshooting and performance issues associated with customization and configuration relating to the Precursive solution using Salesforce declarative automation features (including Process Builder, Flow, Validation Rules, Workflow).

Excluded from Customization & Configuration Support:

• Architecture, design, or review

• Apex Code, Visualforce, Lightning Components and any third party applications.

Support will not be able to make changes for you but may help identify where changes may be necessary.

Developer Support. Support for investigating error messages, troubleshooting and performance issues associated with custom code relating to the Precursive solution. Developer support specifically covers Apex Code, Visualforce, Lightning Component, APIs, and third party product integrations. Support for third party products requires cooperation by third party vendors and is provided on a best endeavor basis. Support will not be able to make changes for you but may help identify where changes may be necessary.

Excluded Items. No plan includes:

• Implementation of the Services,

• Assistance with Salesforce password resets. For password resets, Users should click the “Forgot your password?” link on the login page or contact their system administrator,

• Assistance with Salesforce usernames. For assistance with usernames, Users should contact their system administrator,

• Assistance with Salesforce lockouts due to incorrect login attempts. For assistance with Salesforce lockouts due to incorrect login attempts, Users should contact their system administrator to unlock the account, or wait for the lockout period to expire. For security reasons, Precursive does not provide contact information for system administrators,

• Assistance with non-SFDC products, services or technologies, including implementation, administration or use of third-party enabling technologies such as databases, computer networks or communications systems,

• Assistance with installation or configuration of hardware, including computers, hard drives, networks or printers, or

• Creation or testing of custom code, including SOQL queries, except as provided under Developer Support

Prerequisites.

• Precursive will have access to a Full Copy Sandbox or a Partial Copy Sandbox for the duration of the contract, which will be used for release testing or configuration changes. NOTE: If not currently in possession of these forms of licenses, they can be purchased directly from Precursive.

• Where Precursive is responsible for deployment (including bulk creation of Resources and other set-up records) or data migration, Customer shall provide Precursive with at least one (1) System Admin License in the Production environment with Modify All Data and API Access.

• When necessary, customer will create necessary sample data or disable business rules interfering with creation of sample data

Limitations. Precursive shall have no obligation to provide support where faults arise from:

• misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission by Precursive);

• failure to maintain the necessary environmental conditions for use of the Software;

• use of the Software in combination with any equipment or software not approved or designated by Precursive for use with the Software, or any fault in any such equipment or software;

• modifications of the Software by any person other than Precursive or a person acting under Precursive’s instructions;

• any breach of the Customer's obligations under the Agreement howsoever arising or having the Software maintained by a third party; or

• any modification not authorized by Precursive

EXHIBIT B

Professional Services Agreement

THIS AGREEMENT GOVERNS CUSTOMER’S PURCHASE AND RECEIPT OF PRECURSIVE PROFESSIONAL SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE PROFESSIONAL SERVICES.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Professional Services Agreement and any exhibits, schedules and addenda.

“Change Order” means any change to an SOW or Order Form, as applicable, as described in the “Change Orders” section below. Change Orders will be deemed incorporated by reference in the applicable SOW or Order Form, as applicable in the absence of an SOW.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into SOWs or Order Forms for Professional Services.

“Deliverable” means a deliverable under an SOW or Order Form.

“Online Services” means any online, web-based services made available by Precursive to Customer under a separate agreement.

“Order Form” means an ordering document specifying the Professional Services to be provided hereunder and that is entered into between Customer and Precursive, including any addenda and supplements thereto. Order Forms governed, in whole or in part, by this Agreement must have a SOW attached thereto or expressly state that the Order Form or certain Professional Services provided thereunder are governed by this Agreement. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Notwithstanding any language to the contrary in the Order Form, all Professional Services purchased under an Order Form are purchased separately from the Online Services and all references to “Order Form” herein shall not apply in any way to any Online Services, including without limitation, with respect to payment obligations and termination rights.

“Professional Services” means work performed by Precursive or its permitted subcontractors under a SOW or Order Form, including the provision of any Deliverables specified in such SOW or Order Form.

“SOW” means a statement of work describing Professional Services to be provided hereunder, that is entered into between Customer and Precursive or which is incorporated into an Order Form that is entered into between Customer and Precursive. SOWs or Order Forms will be deemed incorporated herein by reference.

2. PROFESSIONAL SERVICES

2.1. Scope of Professional Services. Precursive will provide to Customer the Professional Services specified in each SOW or Order Form (as applicable), subject to Customer’s payment of all applicable fees as set forth in the “Fees” section of this Agreement.

2.2. Relationship to Online Services. This Agreement is limited to Professional Services and does not convey any right to use Online Services. Any use of Online Services by Customer will be governed by a separate agreement. Customer agrees that its purchase of Professional Services is not contingent on the delivery of any future Online Service functionality or features, other than Deliverables, subject to the terms of the applicable SOW or Order Form.

3. CUSTOMER COOPERATION

3.1. Cooperation. Customer will cooperate reasonably and in good faith with Precursive in its performance of Professional Services by, without limitation:

(a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Precursive to perform its obligations under each SOW or Order Form;

(b) timely delivering any Customer deliverables and other obligations required under each SOW or Order Form;

(d) assigning an internal project manager for each SOW or Order Form to serve as a primary point of contact for Precursive;

(e) actively participating in scheduled project meetings; and

(f) complete, accurate and timely information, data and feedback all as reasonably required.

3.2. Delays. Any delays in the performance of Professional Services or delivery of Deliverables caused by Customer may result in additional applicable charges for resource time.

4. DELIVERY, ACCEPTANCE AND CHANGE ORDERS

4.1. Delivery of Services. Precursive will provide the Professional Services, including any Deliverables, in accordance with the Agreement and the applicable SOWs or Order Forms.

4.2. Acceptance. Upon completion of each Deliverable under an SOW or Order Form, Precursive will, as applicable: (a) submit a complete copy to Customer; and (b) at Customer’s request, demonstrate its functionality to Customer. Customer is responsible for reviewing and testing all Deliverables in accordance with such SOW or Order Form pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable. Customer will provide Precursive with written notification of acceptance for each Deliverable promptly upon acceptance; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If Customer, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed-upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, Customer must so notify Precursive in writing within 10 business days after Precursive’s submission of the Deliverable, specifying the deficiencies in detail. Precursive will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to Customer as soon as practicable. Customer will again review and test the Deliverable against the agreed-upon acceptance criteria, and detail any deficiencies to Precursive in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW or Order Form after its second resubmission to Customer, Customer may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to Precursive for further correction and resubmission in accordance with the process described above or (ii) terminate the relevant SOW or Order Form immediately upon written notice and recover all Professional Services fees paid under such SOW or Order Form for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW or Order Form require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirements.

4.3. No Effect on Warranty Remedies. Acceptance of Professional Services, including a Deliverable, will not affect Customer’s rights or remedies under the “Warranty” section below.

4.4. Change Orders. Changes to a SOW or Order Form will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule.

5. FEES, INVOICING AND TAXES

5.1. Fees. Customer will pay Precursive for the Professional Services at the rates specified in the applicable SOW or Order Form. Professional Services are provided on either a time-and-materials or fixed fee basis, as provided in an SOW or Order Form. Any amount set forth in a time-and-materials SOW is solely a good-faith estimate for Customer’s budgeting and Precursive’s resource-scheduling purposes, and is not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. If the estimated amount is expended, Precursive will continue to provide Professional Services under the same rates and terms. Precursive will periodically update Customer on the status of the Professional Services and the fees accrued under SOWs or Order Forms.

5.2. Incidental Expenses. Customer will reimburse Precursive for reasonable travel and out-of-pocket expenses incurred in connection with Professional Services. An estimate of incidental expenses will be provided in the applicable SOW or Order Form, Precursive will not exceed such estimate without the written consent of Customer.

5.3. Invoicing and Payment. Charges for time-and-materials engagements will be invoiced monthly in arrears unless otherwise expressly stated in the applicable SOW or Order Form. Charges for fixed fee engagements will be invoiced in advance in the manner as provided in the SOW or Order Form, as applicable, unless otherwise expressly stated therein. Invoiced amounts will be due and payable net 30 days from the invoice date. Customer is responsible for providing Precursive with its complete and accurate billing and contact information and notifying Precursive of any changes to such information.

5.4. Overdue Charges. Subject to the “Payment Disputes” section, if any invoiced amount is not received by Precursive by the due date, then without limiting Precursive’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Precursive may condition future purchases of Professional Services on payment terms shorter than those specified in the “Invoicing and Payment” section.

5.5. Suspension of Professional Services. Subject to the “Payment Disputes” section, if any amount owing by Customer under this or any other agreement for Professional Services is 30 days or more overdue, Precursive may, without limiting its other rights and remedies, suspend its performance of Professional Services until such amounts are paid in full.

5.6. Payment Disputes. Precursive will not exercise its rights under the “Overdue Charges” or “Suspension of Professional Services” sections above if Customer is disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute. 5.7. Taxes. Precursive’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Precursive has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Precursive will invoice Customer and Customer will pay that amount, unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority.

6. PROPRIETARY RIGHTS AND LICENSES

6.1. Customer Intellectual Property. Customer does not grant to Precursive any rights in or to Customer’s intellectual property except such licenses as may be required to perform its obligations hereunder.

6.2. Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information.

6.3. License for Contract Property. Upon Customer’s payment of fees due under an applicable SOW or Order Form, Precursive grants Customer a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) solely for its internal business purposes associated with its use of Precursive’s online and offline services anything developed by Precursive for Customer, including Deliverables, under this Agreement (“Contract Property”). Precursive and Customer each retains all right, title and interest in its respective intellectual property and Precursive retains all ownership rights in the Contract Property.

7.REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2.Warranty. Precursive warrants that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the above warranty, Customer’s exclusive remedy and Precursive’s entire liability will be the re-performance of the applicable Professional Services. If Precursive is unable to re-perform the Professional Services as warranted, Customer will be entitled to recover the Professional Services fees paid to Precursive for the deficient Professional Services. Customer must make any claim under the foregoing warranty to Precursive in writing within 90 days of performance of such Professional Services in order to receive warranty remedies.

8. INDEMNIFICATION

8.1. Indemnification by Precursive. Precursive will defend Customer against any claim, demand, suit or proceeding (“Claim”) made or brought against Customer by a third party arising out of death, personal injury or damage to tangible property to the extent caused by Precursive personnel in their performance of the Professional Services, and will indemnify Customer for any damages, attorneys fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved in writing by Precursive of, any such Claim, all of the foregoing to the extent caused by Precursive personnel, provided that Customer: (a) promptly gives Precursive written notice of the Claim; (b) gives Precursive sole control of the defense and settlement of the Claim (except that Precursive may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) gives Precursive all reasonable assistance, at Precursive’s cost. The above defense and indemnification obligations do not apply to the extent a Claim arises from Customer’s breach of this Agreement or applicable SOWs or Order Forms.

8.2. Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

8.3. Exclusive Remedy. This “Indemnification” section 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.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE STATEMENT OF WORK OR ORDER FORM OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION.

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT, AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10. TERM AND TERMINATION

10.1. Term. This Agreement commences on the Effective Date and will remain in effect until terminated in accordance with this section. 10.2. Termination for Convenience. Either party may terminate this Agreement at any time for convenience upon 10 days’ written notice to the other. To the extent there are SOWs or Order Forms in effect when a party terminates this Agreement, such SOWs or Order Forms shall continue to be governed by this Agreement as if it had not been terminated. Customer may terminate an individual SOW or Order Form for convenience to the extent set forth in such SOW or Order Form.

10.3. Termination for Cause. A party may terminate this Agreement and/or any SOW or Order Form for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4. Payment Upon Termination. Upon any termination of an SOW or Order Form, Customer will pay, in accordance with the “Invoicing and Payment” section of this Agreement, any unpaid fees and expenses incurred on or before the termination date (such Professional Services fees to be paid on a time-and-materials or percent-of-completion basis, as appropriate). In the event that Customer terminates an SOW or Order Form for cause and Customer has pre-paid any fees for Professional Services not yet received, Precursive will refund such pre-paid fees. In the event that Precursive terminates an SOW or Order Form for cause, any pre-paid fees for Professional Services charged on a fixed-fee basis are non-refundable, unless expressly stated otherwise in an SOW or Order Form.

10.5. Surviving Provisions. The sections titled “License for Contract Property,” “Confidentiality,” “Representations, Warranties, Exclusive Remedies and Disclaimers,” “Fees, Invoicing and Taxes,” “Indemnification,” “Limitation of Liability,” “Term and Termination” and “General” will survive any termination or expiration of this Agreement.

11. INSURANCE

Each party will maintain, at its own expense during the term of this Agreement, insurance appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and worker’s compensation insurance as required by applicable law.

12. GENERAL

12.1. Compliance with Laws. Customer will comply with all laws and governmental rules and regulations that apply to Customer in its performance of its obligations and exercise of its rights, under this Agreement.

12.2. Customer Data. Any Customer Personal Data processed in connection with the Professional Services shall be governed exclusively by the Data Processing Addendum referenced in Section 8 of the Terms of Service.

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

12.4. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Customer and Precursive regarding the provision and receipt of Professional Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer's purchase order or in any other Customer order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be void. In the event of any conflict or inconsistency between the main body of the Agreement and this Exhibit B, the terms of this Exhibit B shall prevail solely with respect to the provision of Professional Services. In the event of any conflict between a Statement of Work and this Exhibit B, the terms of the applicable Statement of Work shall prevail solely with respect to the services provided under that specific Statement of Work.

12.5. 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. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

12.6. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.7. Subcontractors. Precursive may, in its reasonable discretion, use subcontractors to perform any of its obligations hereunder. Precursive will be responsible for the performance of Professional Services by its personnel (including employees and contractors) and their compliance with Precursive’s obligations under this Agreement, except as otherwise specified herein.

12.8. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.9. 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, and the remaining provisions of this Agreement will remain in effect.

12.10. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld), provided however, either party may assign this Agreement in its entirety (including all SOWs or Order Forms, as applicable), without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph will be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

EXHIBIT C

PRECURSIVE AI TERMS

1. Scope and Applicability. This Exhibit C applies solely to the Customer’s purchase, enablement, or use of the Precursive AI features, SKUs, or related Artificial Intelligence services ("Precursive AI") as set forth in an applicable Order Form. In the event of any conflict between the main body of the Agreement and this Exhibit C, the terms of this Exhibit C shall prevail solely with respect to Precursive AI.

2. Access and Use.

2.1. Restrictions: In addition to the restrictions in the main Agreement, Customer shall not use Precursive AI to: (a) develop or offer a competing foundational model or AI product; (b) generate spam or fraudulent content; or (c) process sensitive Personal Data (such as personal health information or credit card numbers) unless explicitly permitted in writing by Precursive.

2.2. Customer Responsibilities: Except to the extent Precursive performs configuration services pursuant to an executed Statement of Work, Customer is responsible for all configuration of the Precursive AI Service. Regardless of who configures the Service, Customer remains solely responsible for the content of all prompts, parameters, and context submitted to Precursive AI, and must ensure it has a lawful basis for processing such data through the Service.

3. Service Dependencies

3.1. Third-Party LLM Providers: Customer acknowledges that Precursive AI depends on the availability and performance of large language models ("LLMs") and related infrastructure provided by third parties (including, without limitation, Microsoft Azure and OpenAI). Precursive does not control these third-party services and shall not be liable for any unavailability, degradation, or modification of such LLM services. 3.2. Salesforce Dependency: Precursive AI requires an active, functional Salesforce environment. Precursive is not responsible for issues arising from Salesforce downtime, degradation, or misconfiguration.

4. Data Processing and AI Model Training

4.1. Data Processing: Any Customer Personal Data processed through Precursive AI shall be governed by the Precursive Data Processing Addendum referenced in Section 8 of the Agreement.

4.2. Model Training: Precursive’s AI features are configured such that Customer Data (including prompts and generated outputs) processed through third-party LLM providers (such as OpenAI or Microsoft Azure) is not used to train, improve, or fine-tune those providers' base foundational models.

5. Security and Residency

5.1. Encryption: All data transmitted to or from Precursive AI is encrypted in transit (TLS 1.2 or higher) and encrypted at rest (AES-256 or equivalent).

5.2. Residency Options: By default, API processing for Precursive AI may occur in the United States. For Customers requiring regional data residency (e.g., UK/EU), Precursive supports regional processing through Microsoft Azure OpenAI services, subject to selection in the applicable Order Form.

6. Disclaimers

6.1. Accuracy of Outputs: Artificial Intelligence and machine learning are rapidly evolving fields. Customer acknowledges that Precursive AI may generate outputs that are inaccurate, biased, or incomplete. Customer is solely responsible for independently evaluating the accuracy, legality, and appropriateness of any AI-generated output before relying upon or using it.

6.2. "As Is" Provision: PRECURSIVE AI IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. PRECURSIVE EXPRESSLY DISCLAIMS ANY LIABILITY FOR CUSTOMER’S RELIANCE ON AI OUTPUTS.

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