RHEODATA TERMS OF SALE — PRODUCTS AND SERVICES

1. AGREEMENT

These Terms and Conditions ("Agreement") apply to your order and purchase of software, data and analytics products, and professional and consulting services (collectively, "Products and Services") sold by RheoData, LLC ("RheoData"). By placing an order or executing a Statement of Work, you ("Client," "You," or "Your") accept and agree to be bound by this Agreement, unless you have a separate purchase agreement signed by both your organization and RheoData, in which case that separate agreement will govern. RheoData may, at its sole discretion, revise this Agreement at any time by posting an updated version to its website. The Agreement in effect at the time RheoData accepts your order will govern that transaction.

2. ORDERS AND ACCEPTANCE

All orders are subject to acceptance by RheoData. RheoData reserves the right to decline any order at its discretion. Pricing, product descriptions, and availability are subject to change without notice. RheoData is not responsible for pricing or typographical errors in any quotation, order confirmation, or product listing.

3. PAYMENT TERMS

Unless otherwise specified in a signed agreement or order form, payment is due net thirty (30) days from the date of invoice. RheoData reserves the right to assess a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on any outstanding balances not paid within the agreed payment terms. RheoData may suspend or terminate access to Products and Services for any account with an overdue balance.

4. TAXES

All fees are exclusive of applicable federal, state, and local taxes, levies, and duties. Client is solely responsible for the payment of all such taxes, excluding taxes based on RheoData's net income. Client may provide a valid tax exemption certificate, subject to review and acceptance by RheoData.

5. CANCELLATION AND REFUNDS

Professional Services: Client may cancel a scheduled engagement with no charge up to ten (10) business days prior to the start date with written notice to RheoData. Cancellations made less than ten (10) business days in advance may be subject to a cancellation fee of up to fifty percent (50%) of the engagement value, at RheoData's discretion.

Software and Data Products: Subscription-based products may be cancelled at the end of the then-current subscription term. No refunds will be issued for partial subscription periods unless otherwise agreed in writing. Unless Client provides written notice of non-renewal at least thirty (30) days prior to the end of the applicable subscription term, subscriptions will automatically renew for successive periods of equal length at the then-current rate.

6. DELIVERY AND ACCESS

RheoData will use commercially reasonable efforts to meet agreed delivery timelines for software, data products, and professional services. RheoData is not liable for delays caused by Client's failure to provide timely information, access, approvals, or a suitable technical environment. Access to software and data platforms will be provisioned upon receipt of payment or as otherwise agreed in an executed order form.

7. SOFTWARE AND DATA PRODUCTS — LICENSE AND USE

RheoData grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use RheoData's software and data products solely for Client's internal business operations, subject to the terms of this Agreement and any applicable end-user license agreement ("EULA") or data license terms provided at the time of purchase. Client agrees not to:

• Resell, sublicense, or redistribute any RheoData software or data product;
• Reverse engineer, decompile, or attempt to derive source code from any RheoData product;
• Use RheoData's data products for any unlawful purpose or in violation of applicable regulations;
• Share access credentials with unauthorized parties.

Title and all intellectual property rights in RheoData's software and data products remain exclusively with RheoData.

To the extent RheoData processes personal data on behalf of Client, the parties agree to be bound by RheoData's Data Processing Agreement, available at DPA, which is incorporated herein by reference.

8. PROFESSIONAL SERVICES

Scope of Work: All professional and consulting services will be performed pursuant to a mutually executed Statement of Work ("SOW") defining scope, deliverables, timelines, and fees. Any work outside the agreed scope requires a written change order signed by both parties.

Client Responsibilities: Client agrees to provide timely access to personnel, systems, data, and information reasonably required by RheoData to perform the services. RheoData shall not be responsible for delays or deficiencies in deliverables resulting from Client's failure to cooperate or provide required resources.

Work Product: Upon receipt of full payment, any work product created specifically for Client under a SOW ("Work Product") shall be owned by Client, except that RheoData retains ownership of all pre-existing intellectual property, tools, methodologies, frameworks, and know-how ("RheoData IP") incorporated into or used in connection with the Work Product. RheoData hereby grants Client a non-exclusive, royalty-free, perpetual license to use RheoData IP solely as embedded in the delivered Work Product and for Client's internal business purposes.

Independent Contractor: RheoData is an independent contractor. No RheoData personnel shall be considered employees, agents, partners, or joint venture partners of Client.

9. CONFIDENTIALITY

Each party agrees to maintain in confidence and protect all non-public information of the other party that is marked or identified as confidential, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Neither party shall disclose the other's Confidential Information to any third party without prior written consent, and each party shall use Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement. These obligations survive termination or expiration of this Agreement for a period of three (3) years.

10. LIMITED WARRANTY AND DISCLAIMER

RheoData warrants that its professional services will be performed in a professional and workmanlike manner consistent with applicable industry standards. For software and data products, RheoData warrants that such products will perform materially in accordance with applicable product documentation for ninety (90) days from delivery. Client's sole remedy for a breach of this warranty is, at RheoData's election, re-performance of the services or issuance of a refund for the non-conforming product or service.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, RHEODATA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE PRACTICE. RHEODATA DOES NOT WARRANT THAT ITS PRODUCTS OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL RHEODATA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF RHEODATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RHEODATA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO RHEODATA DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless RheoData and its affiliates, officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's misuse of RheoData's Products or Services; (b) Client's breach of this Agreement; or (c) any third-party claims arising from data or materials provided by Client to RheoData.

13. NON-SOLICITATION

During the term of any active engagement and for one (1) year following its termination or expiration, neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in the performance of services under this Agreement.

14. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of nature, government actions, national emergencies, terrorism, labor disputes, or material or supply shortages. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance as soon as practicable.

15. ASSIGNMENT

Client may not assign this Agreement or any rights or obligations hereunder without RheoData's prior written consent. RheoData may assign this Agreement, in whole or in part, without Client's consent in connection with a merger, acquisition, or sale of substantially all of its assets. Any unauthorized assignment is void.

16. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, to be conducted in Georgia. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

17. ENTIRE AGREEMENT AND MODIFICATIONS

This Agreement, together with any applicable SOW, order form, EULA, or data license terms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous representations, negotiations, and agreements. No modification to this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.

18. SEVERABILITY AND WAIVER

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.

19. CONTACT

For questions regarding these Terms of Sale, please contact RheoData at:

RheoData, LLC / Contracts Department Email: info@rheodata.com

RheoData reserves the right to update these Terms of Sale at any time. Continued use of RheoData's products and services following notice of any update constitutes acceptance of the revised terms