Effective January 19, 2026

This Neostella Subscription Services Agreement (the “Agreement“) governs Customer’s access and use of Subscription Services provided by Neostella, Inc., a Delaware corporation (“Neostella”). This Agreement is incorporated by reference into the Order Form executed by Customer and Neostella. By signing the Order Form, Customer agrees to be bound by the terms and conditions of this Agreement. Neostella and Customer are each a “Party” and collectively the “Parties.”

WHEREAS, Customer desires to subscribe to the Subscription Services (as defined below), and Neostella desires to provide Customer with access to such offerings, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

“Anonymized Data” means Customer Data that has been aggregated and/or anonymized to the extent that it cannot be attributed to Customer or an identifiable individual.

“Applicable Data Privacy Laws” means those applicable federal, state and local laws, rules and regulations related to the security and privacy of Personal Information, including but not limited to the data security breach notification laws and data security laws of the various states of the United States and other privacy, security, labor, and consumer protection laws, as they may be adopted, implemented, or amended from time to time.

“Authorized Users” means each of the individuals who are authorized by Customer to access and use the Subscription Services under the rights granted to Customer pursuant to this Agreement, including Customer’s employees, contractors, agents, and other third parties acting on Customer’s behalf or under its direction.

“Customer” means the entity identified as the customer in the applicable Order Form.

“Customer Data” means all data, information, or content submitted to, stored within, or transmitted through the Subscription Services by Customer or Authorized Users, including any Personal Data, in connection with Customer’s use of the Subscription Services. Customer Data does not include Anonymized Data.

“Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

“Documentation” means any manuals, instructions, or other documents or materials that Neostella makes available to Customer and which describe the functionality, components, features, or requirements of the Subscription Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Effective Date” means the date on which the applicable Order Form incorporating this Agreement by reference is executed by both Neostella and Customer.

“Fees” means collectively, applicable fees specified in an Order Form, including fees for the Subscription Services and/or Professional Services. 

“Harmful Code” means any software, technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing; or (iii) the security, integrity, confidentiality, or use of any data Processed thereby. 

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Losses” means any and all losses, damages, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Order Form” means an ordering document or statement of work that is executed by both Parties identifying the scope of Subscription Services and/or Professional Services provided by Neostella to Customer and incorporates this Agreement by reference. 

“Personal Data” means information that identifies, relates to, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual.   

“Process” means to take any action or perform any operation or set of operations that the Subscription Services is capable of taking or performing on any data, information, or other content. “Processing” and “Processed” have correlative meanings.

“Professional Services” means the implementation, training, onboarding, consulting, and other professional services provided by Neostella, as specified in the applicable Order Form.

“Neostella Personnel” means all individuals involved in the performance of Subscription Services as employees or independent contractors of Neostella.

“Services” means the Subscription Services, Professional Services, and Support performed by Neostella under this Agreement.

“Subscription Services” means the cloud-based software-as-a-service (SaaS) case management system, including all associated application programming interfaces (APIs), modules, and functionalities as made available by Neostella to Customer and subscribed to pursuant to an Order Form.

“Subscription Term” means the term of the Subscription Services provided to Customer as specified in an Order Form.

“Support” means the support and maintenance for the Subscription Services, as further detailed https://www.neostella.com/legal-docs/support-plans

“Update” means enhancements to the existing functionality of the Subscription Services, including bug fixes, revisions, corrections, or modifications to correct errors, whether or not resulting in a full update version release (i.e., v.1 to v.2). Updates do not include upgrades or new products that add new functionality or service offerings that are separate and independent of the functionality that exists in Customer’s current version of the Subscription Services. 

“Usage Data” means data and information related to Customer’s use of the Subscription Services that is used by Neostella in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Subscription Services.

2. Subscription Services.
   1. Access and Use. Subject to Customer’s compliance with the terms and conditions of this Agreement, Neostella hereby grants Customer a non-exclusive, limited, non-transferable, non-sublicensable ability to, and allow Authorized Users to, access and use the Subscription Services during the Subscription Term, solely for Customer’s internal business purposes in accordance with the terms and conditions herein, as further detailed in an Order Form. 
   2. Documentation License. Neostella hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use and make copies of the Documentation during the Subscription Term solely for Customer’s internal business purposes in connection with its use of the Subscription Services.
   3. Service Availability. Neostella will use commercially reasonable efforts to maintain the availability in accordance with service level agreement located here: https://www.neostella.com/legal-docs/platform-sla.  
   4. Updates. Neostella may, at its sole discretion, implement Updates to the Subscription Services that it deems necessary or beneficial, including to: (a) improve performance, functionality, or delivery; (b) enhance competitiveness or marketability; or (c) comply with applicable laws or regulations. Neostella will use commercially reasonable efforts to provide prior notice of any material Updates which may significantly affect the functionality of the Subscription Services. 
   5. Deprecation. Neostella may, at its sole discretion, deprecate any feature/component within the Subscription Services (“Deprecation”).
      1. If the Deprecation (i) involves one feature/component within the Subscription Services or (ii) does not materially impact Customer’s use of the Subscription Services, Neostella will (if commercially reasonable) provide Customer nine (9) months’ prior notice. 
      2. If the Deprecation (i) involves multiple features/components and (ii) materially impacts Customer’s use, (x) Neostella will provide Customer twelve (12) months’ prior notice; (y) at Customer’s request for a delay in the Deprecation (and provided Customer has been actively working to adapt Customer’s business to the effects of the Deprecation, Neostella will not unreasonably refuse to delay such Deprecation for Customer for three (3) months; and (z) following such Deprecation, Customer may (if Customer reasonably believes the Deprecation has rendered the Subscription Services no longer usable by Customer) elect to terminate this Agreement and receive a pro-rate refund based on the portion of Subscription Services affected.
   6. API Access.
      1. Customer’s access to and use of Neostella’s application programming interface (“API”) shall comply with Neostella’s documented API limitations as set forth here https://www.neostella.com/legal-docs/platform-limits (“API Limits”), which is incorporated herein by reference and may be updated by Neostella from time to time. Neostella shall provide Customer with reasonable prior written notice of any material changes to the API Limits that may affect Customer’s use.
      2. Neostella will not intentionally restrict access to or use of its Public API by Customer, provided such access: (i) is lawful; (ii) is not intended to harm Neostella or its operations (e.g., denial-of-service attacks); and (iii) complies with the API Limits. For this section, “restrict” means a deliberate, material limitation by Neostella. It excludes: (a) temporary API errors resolved within a commercially reasonable time, and (b) normal course API changes (e.g., Updates or Upgrades).
3. Professional Services; Support.
   1. Professional Services. Neostella will perform the Professional Services set forth in an Order Form. Customer will cooperate reasonably and in good faith with Neostella in its performance of the Professional Services. 
   2. Change Order. Changes to the scope of the Professional Services under any Order Form must be made in writing and signed by both Parties (“Change Order”) prior to implementation of the changes. Change Orders are incorporated into the applicable Order Form by reference upon signature by both Parties.  
   3. Support. Subject to Customer’s payment of the Fees, Neostella will provide Support at the support level Customer purchases, as specified in an Order Form. 
4. Acceptable Use, Limitations, and Restrictions.
   1. Use Restrictions. Customer shall not, and shall ensure that its Authorized Users and any third parties do not, access or use the Subscription Services except as expressly permitted under this Agreement. Without limiting the generality of the foregoing, Customer shall not (except as expressly permitted by this Agreement):
      1. copy, modify, or create derivative works of the Subscription Services; 
      2.  rent, lease, license, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Services to any third party (other than an Authorized User), including via the internet or through any time-sharing, service bureau, software-as-a-service, cloud, or similar arrangement; 
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Subscription Services, in whole or in part; 
      4. defeat, avoid, remove, deactivate, circumvent, bypass, or breach any security mechanism or protection used by the Subscription Services, or otherwise access or use the Subscription Services other than through an Authorized User’s valid login credentials; 
      5. allow multiple users to directly or indirectly access any Subscription Service feature that is made available on a per-user basis;
      6. input, upload, transmit, or otherwise provide to or through the Subscription Services any Harmful Code; 
      7. access or use the Subscription Services in any way that infringes, misappropriates, or violates any Intellectual Property Rights or other rights of any third party, or that violates any applicable law; 
      8. use the Subscription Services for purposes of competitive analysis, the development or provision of a competing software or service.
   2. Corrective Action. If Customer becomes aware of any actual or threatened activity prohibited by 4.1, Customer will, and will cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity; and (b) notify Neostella of any such actual or threatened activity. 
   3. Suspension. Without limiting any of Neostella’s other rights under this Agreement, an Authorized User’s actual or reasonably suspected violation of the terms in Section 4.1 may result in suspension of such Authorized User’s use of the Subscription Services. Neostella will suspend such Authorized User’s use of the Subscription Services for the time period reasonably necessary to address said violation. Neostella may seek all reasonable legal remedies available to it if a violation of this Section 3 occurs.
5. Customer Obligations.
   1. Customer Systems and Cooperation. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Subscription Services by any Authorized User or by any other party through the Customer Systems. Customer will at all times during the Subscription Term: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all Customer Systems on or through which the Subscription Services are accessed or used; (b) provide Neostella Personnel with such access to Customer’s premises and/or Customer Systems as is necessary for Neostella to perform the Services; and (c) provide all cooperation and assistance as Neostella may reasonably request to enable Neostella to exercise its rights and perform its obligations under and in connection with this Agreement.
   2. Third-Party Software. To the extent any Services identified in an Order require integration with third party software, Customer will be solely responsible for procuring the right and license to such third party software and shall be responsible for ensuring all compliance with such license rights. 
   3. Effect of Customer Failure or Delay. Neostella is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. 
6. Fees and Payment.
   1. Fees and Payment. Customer will pay Neostella the Fees set forth in an Order Form. Unless otherwise set forth in an Order Form, Customer will pay all Fees invoiced by Neostella within 30 days of the date of the invoice in US dollars. 
   2. Expenses. Customer will reimburse Neostella for all pre-approved, reasonable out-of-pocket expenses incurred by Neostella in connection with performing the Professional Services, such as travel and training expenses. 
   3. Non-refundable and No Cancellation. Except as specifically set forth in this Agreement or an Order Form, all Order Forms, including all payment obligations thereunder, are non-cancelable and all payments made are non-refundable.
   4. Disputed Fees. If Customer disputes any portion of Fees set forth on any invoice, Customer shall within thirty (30) days of the date of the applicable invoice (a) pay the undisputed portion of Fees on said invoice and (b) notify Neostella, in writing, of its basis for contesting the disputed Fees. The Parties agree to discuss any dispute within ten (10) days of Neostella’s receipt of such notification.
   5. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Neostella’s income. 
   6. Late Payment. If Customer fails to make any undisputed payment when due then, in addition to all other remedies that may be available, Neostella may suspend performance of the Services until all undisputed past due amounts have been paid, without incurring any obligation or liability to Customer by reason of such suspension. In addition, if Customer fails to make any payment when due, then Neostella may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. Customer will reimburse Neostella for all reasonable costs and expenses incurred by Neostella in collecting any late payments or interest. 
   7. No Deductions or Setoffs. All amounts payable to Neostella under this Agreement will be paid by Customer to Neostella in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.
7. Confidentiality.
   1. Confidential Information. In connection with this Agreement each Party (as the “Disclosing Party“) may disclose or make available Confidential Information to the other Party (as the “Receiving Party“). Subject to 8.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that is marked or otherwise identified as confidential at the time of disclosure, or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.  Confidential Information includes, without limitation, information relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, strategies, customers, pricing, personnel, financial information, and other non-public business or technical information. The Subscription Services shall be deemed Confidential Information of Neostella and Customer Data shall be Confidential Information of Customer, whether or not marked as confidential. Notwithstanding the foregoing, any general knowledge, skills, experience, know-how, methodologies, processes, or techniques that Neostella develops, acquires, or refines in the course of performing Services under this Agreement shall remain the sole property of Neostella and shall not be considered Customer’s Confidential Information, even if such information relates to the services performed for Customer, provided that such information does not contain or expressly disclose Customer’s proprietary materials or non-public technical data.
   2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. For the purposes of this Section, “Representatives” means, with respect to a party, that party’s and its affiliates’ employees, officers, directors, consultants, agents, independent contractors, and legal advisors.
   3. Protection of Confidential Information. The Receiving Party will not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement and will not disclose or permit access to Confidential Information other than to its Representatives who: (i) have a legitimate need to know the Confidential Information for purposes consistent with this Agreement; (ii) have been informed of the confidential nature of the information; and (iii) are bound by confidentiality and use obligations at least as restrictive as those set forth in this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party in writing of any known or suspected unauthorized use or disclosure of Confidential Information and shall cooperate with the Disclosing Party in any efforts to mitigate the effects of such breach and to ensure compliance by its Representatives with the terms of this Section 7.
   4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. 
   5. Equitable Relief. Each Party acknowledges and agrees that its breach of the confidentiality provisions under this Section, and in the case of Customer, Customer’s breach of Section 4 (Acceptable Use, Limitations, and Restrictions) or Section 8 (Proprietary Rights), may result in irreparable harm to the non-breaching party and that the non-breaching party will have the right to enforce this Agreement and any of its provisions by seeking an injunction, specific performance and/or other equitable relief without prejudice to any other rights and remedies that the non-breaching party may have and without proof of damages or posting of a bond.  
   6. Data Privacy.  Each party acknowledges and agrees it is responsible for its own compliance with Applicable Data Privacy Laws in its Processing of Personal Information. Customer must ensure that it has all consents and authorizations prior to transferring, sharing, or otherwise making Personal Information available to Neostella. With respect to Neostella’s Processing of Personal Information on behalf of Customer, the parties agree to the terms of the Data Processing Addendum (“DPA”) located here https://www.neostella.com/legal-docs/dpa which is incorporated into and forms part of this Agreement.
   7. Data Security.  During the Term, Neostella shall maintain commercially reasonable administrative, technical, and organizational measures, including disaster recovery and business continuity procedures, designed to: (a) protect the security and integrity of Customer Data; and (b) protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data. These security safeguards and measures are further described at trust.neostella.com (“Trust Center”). 
8. Intellectual Property Rights.
   1. Proprietary Rights of Neostella. All right, title, and interest in and to the Subscription Services, including all Intellectual Property Rights therein, are and will remain with Neostella. Customer has no right, license, or authorization with respect to the Subscription Services except as expressly set forth in 2. All other rights in and to the Subscription Services are expressly reserved by Neostella. Unless otherwise set forth in the applicable Order Form, all right, title, and interest in and to the deliverables furnished or developed as a result of or in connection with the Professional Services (if any) are owned by Neostella and will remain with Neostella. Neostella grants to Customer a limited, non-transferable, non-sublicensable, nonexclusive license, during the Subscription Term, to access and use such deliverables in conjunction with Customer’s use of the Subscription Services and for Customer’s internal business purposes.  
   2. Customer Data. As between Customer and Neostella, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating therein, subject to the rights and permissions granted in this Agreement. Notwithstanding the foregoing, Customer hereby grants Neostella a non-exclusive, worldwide, royalty-free right to use, display, modify, and create derivative works of or relating to Customer Data as are necessary or useful to Neostella to provide the Subscription Services to Customer or to generate Anonymized Data. 
   3. Anonymized Data. Neostella may use Anonymized Data to improve the Subscription Services, including to prevent or address service or technical problems with the Subscription Services, or as may be permitted or required by law. Any Anonymized Data will be owned by Neostella.
   4. Usage Data. Notwithstanding anything to the contrary in this Agreement, Neostella may collect, compile, and analyze Usage Data for any legal purpose, including but not limited to, for (a) the improvement of the Services; (b) industry analysis, benchmarking, or marketing purposes; and (c) testing, development, controls, and operation of the Services. Neostella is the sole and exclusive owner of all right, title and interest in and to Usage Data, which Neostella may use and share for any legitimate business purpose in compliance with applicable laws.    
   5. Feedback. In the event that Customer submits questions, comments, feedback, suggestions, ideas, improvements, plans, notes, drawings, original or creative materials or other information about the Subscription Services (collectively, “Feedback“), Customer acknowledges that Neostella is entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Customer. Neostella will own exclusive rights, including all Intellectual Property Rights, to any work it creates or has created from the Feedback.
   6. Data Export Rights. During the Term, Neostella shall, upon Customer’s written request, provide a full export of Customer Data in a commonly used, machine-readable format. Such export shall be delivered within fourteen (14) calendar days of each request, provided the Subscription Services are active. Customer may request such exports up to three (3) times per calendar year, unless otherwise mutually agreed in writing by the parties.
9. Representations and Warranties.
   1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; and (b) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
   2. Neostella Warranties. Neostella represents and warrants that the Professional Services will be performed in a professional and workmanlike manner, consistent with generally recognized industry standards for similar services. Neostella further represents and warrants that the Subscription Services will perform substantially in accordance with the Documentation during the Term. Customer must notify Neostella of any nonconformity with the foregoing warranties within fifteen (15) days of receipt of the relevant Services. Neostella’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for breach of these warranties will be for Neostella to reperform the defective Professional Services and/or repair or replace the non-conforming portion of the Subscription Services, at no additional cost to Customer. These warranties will not apply to any nonconformity resulting from: (i) Customer’s use of the Services contrary to the Documentation or this Agreement; (ii) modifications to the Services not expressly authorized in writing by Neostella; or (iii) combination of the Services with software, hardware, or other materials not provided by Neostella.
   3. Customer Warranties. Customer represents and warrants that: (a) it owns or has and will maintain all necessary rights and consents in and to the Customer Data; (b) the Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, privacy rights, or other rights of any third party, or violate any applicable law; (c) the Customer Data does not and will not contain any Harmful Code; and (d) it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable law to perform its obligations under this Agreement. Customer shall comply with all laws applicable to its use of the Services and is solely responsible for using the Services in a manner consistent with its legal and regulatory obligations.
   4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” NEOSTELLA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NEOSTELLA MAKES NO WARRANTY THAT THE SERVICES OR ANY RESULTS FROM THEIR USE WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR FUNCTION WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
10. Indemnification.
    1. Neostella Indemnification. Neostella shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns (“Customer Indemnitees”) from and against any and all Losses incurred by a Customer Indemnitee arising from any third-party claim, action, demand, or proceeding alleging that Customer’s use of the Subscription Services as expressly permitted under this Agreement infringes or misappropriates such third party’s Intellectual Property Rights. This indemnification obligation shall not apply to the extent the alleged infringement arises from: (a) Customer Data; (b) use of the Subscription Services in combination with any hardware, software, system, network, or other materials not provided by Neostella or expressly permitted in the Documentation; (c) modifications to the Subscription Services not made by or on behalf of Neostella; or (d) misuse or abuse of the Subscription Services.
    2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Neostella and its officers, directors, employees, agents, successors, and assigns (“Neostella Indemnitees”) from and against any and all Losses incurred by a Neostella Indemnitee arising from any third-party claim, action, demand, or proceeding resulting from: (a) Customer Data; (b) Customer’s material breach of this Agreement; (c) Customer’s gross negligence, willful misconduct, or fraud; or (d) Customer’s violation of applicable law or use of the Services for any unlawful purpose.
    3. Indemnification Procedure. The party seeking indemnification shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought under this Agreement; however, failure to provide such notice shall not relieve the indemnifying party of its obligations under this Section except to the extent the failure materially prejudices the indemnifying party. The indemnified party shall cooperate with the indemnifying party at the indemnifying party’s expense. The indemnified party may participate in the defense and settlement of the claim at its own expense with counsel of its choosing. The indemnifying party shall not settle any claim in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed.
    4. Mitigation. If the Subscription Services are, or in Neostella’s reasonable opinion are likely to be, subject to a third-party claim of infringement, misappropriation, or other violation of Intellectual Property Rights, or if Customer’s use of the Subscription Services is enjoined or threatened to be enjoined, Neostella may, at its sole option and expense: (a) procure the right for Customer to continue using the Subscription Services as contemplated under this Agreement; (b) modify or replace the Subscription Services to make them non-infringing while maintaining substantially equivalent functionality; or (c) terminate this Agreement and provide Customer with a prorated refund of any prepaid fees for the affected Subscription Services. This Section 10.4 sets forth Customer’s sole and exclusive remedy, and Neostella’s sole and exclusive liability, for any actual or alleged infringement of third-party Intellectual Property Rights.
11. Limitations of Liability.
    1. Exclusion of Liability. To the fullest extent permitted by law, in no event will either Party be liable to the other Party under this Agreement under any basis of liability whether in contract, tort (including negligence and strict liability) or other theory for any loss of profits or business, loss of use or data, loss of good will, cost of cover, cost of replacement goods or services, or any indirect, exemplary, incidental, punitive, special or consequential damages, regardless of the nature of such damages in each case, whether or not a party has been advised of the possibility of such damages and whether or not such remedy fails of its essential purpose. 
    2. Liability Cap. Except with respect to: (i) Neostella’s liability for gross negligence, willful misconduct, or fraud; or (ii) damages subject to the Super Cap as defined in Section 11.3, in no event shall Neostella’s aggregate liability arising out of or related to this Agreement exceed the total amounts paid or payable by Customer to Neostella in the twelve (12) months immediately preceding the event giving rise to the claim. 
    3. Super Cap. Notwithstanding anything to the contrary in Section 11.2, Neostella’s aggregate liability for claims arising from (i) Neostella’s indemnification obligations under Section 10.1 (Intellectual Property Infringement); or (ii) for a material breach of the DPA, shall not exceed the lesser of (x) three times (3x) the fees paid or payable by Customer to Neostella in the twelve (12) months immediately preceding the event giving rise to the claim; or (y) $1,000,000 USD (the “Super Cap”). The foregoing limitations apply regardless of the form of action and even if any remedy fails of its essential purpose.
12. Subscription Term, Termination, and Suspension.
    1. Term. The term of this Agreement will commence on the Effective Date and continue until the date of expiration or termination of the applicable Subscription Term under the Order Form incorporating this Agreement by reference.
    2. Subscription Term. The Subscription Term will be specified in the applicable Order Form. The Subscription Services will expire at the end of the Subscription Term unless renewed pursuant to a mutually executed Order Form or other written agreement between the Parties. 
    3. Termination for Convenience. Neostella may terminate this Agreement for convenience with five (5) days’ written notice. Upon such Termination only, Neostella will provide a pro-rata refund.
    4. Termination for Cause. Either Party may terminate this Agreement and/or the affected Order Form, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
    5. Termination for Insolvency. Either Party may terminate this Agreement and all Order Forms, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not dismissed within 45 days of the filing; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    6. Deprecation. Neostella may in its sole discretion deprecate part or all of the Subscription Services under Section 2.5 above. 
    7. Effect of Termination or Expiration. Upon any expiration or termination of this Agreement: (a) all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate and Customer will immediately cease all use of any Subscription Services; and (b) Customer will pay Neostella all unpaid fees and expenses. Upon Customer’s written request made within thirty (30) days of the termination or expiration, Neostella will use reasonable efforts to make the Customer Data available to Customer in a machine-readable format. After such 30-day period, any retrieval of Customer Data will be at Neostella’s then-current time and material costs. Following such 30-day period, Neostella may delete or destroy all copies of Customer Data, provided that Neostella may retain Customer Data to the extent and for so long as required by applicable law. Neostella may retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course of business, provided such retained data shall remain subject to the confidentiality obligations in this Agreement.
    8. Transition Services. Upon mutual agreement, Neostella will provide reasonable assistance to facilitate migration of Customer Data to Customer or its designated third-party vendor, subject to Neostella’s then-current professional services rates. If requested, and except in the event of Neostella’s termination for cause pursuant to Section 12.4, Neostella will continue providing the Subscription Services for up to sixty (60) days after termination (the “Transition Period”) under the same terms as applied immediately before termination. Customer shall pay for Subscription Services and transition assistance at Neostella’s then-current rates. The terms of this Agreement shall remain in effect during the Transition Period.
    9. Suspension of Subscription Services. In addition to Neostella’s suspension rights set forth elsewhere in this Agreement, Neostella may suspend Customer’s or any Authorized User’s access to or use of all or any part of the Subscription Services, without incurring any resulting obligation or liability, if: (a) Neostella receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Neostella to do so; or (b) Neostella believes, in its reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Subscription Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User uses the Subscription Services in connection with any fraudulent or unlawful activities; or (iii) ongoing access or use by Customer or any Authorized User presents a reasonable security risk or threat to Neostella, its systems, or any other Neostella customer including, but not limited to, activities such as unauthorized access attempts, introduction of malicious code, denial-of-service attacks, or other behavior that could compromise system integrity, data confidentiality, or service availability, provided that any such suspension shall be limited to the extent necessary to address the security risk and shall be promptly lifted once the risk is mitigated. Neostella shall provide Customer with prior written notice of the suspension and a reasonable opportunity to cure the issue giving rise to the suspension, unless exigent circumstances prevent such notice, in which case notice shall be provided as soon as reasonably practicable after the suspension. 
    10. Survival. Any right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
13. Miscellaneous.
    1. Non-Exclusivity. Subject to the confidentiality obligations set forth above, (a) nothing in this Agreement will prevent Neostella from providing the same or similar services to other customers; and (b) Neostella will be free to use its general knowledge, skills, and experience outside the scope of this Agreement.
    2. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever.
    3. Publicity. Neither party will issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or otherwise use the other party’s trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other party. Notwithstanding the foregoing, Customer agrees that Neostella may (a) include Customer’s name or brand features (including logo) in a list of Neostella’s customers, whether online or in promotional materials; and (b) verbally reference Customer as a customer of Neostella’s services.
    4. Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a Party as follows (or to such other address that such Party may designate from time to time in accordance with this Section):

If to Neostella:	325 E Chicago Street 5th Floor Milwaukee, WI 53202 Email: legal@neostella.com Attention: Legal Department
If to Customer:	To the mailing address, email address, and contact person specified in the applicable Order Form.

Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, with confirmation of transmission, if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the 5th day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

5. Insurance. Neostella will maintain during the term of this Agreement technology errors and omissions (E&O) and cyber liability insurance with combined coverage limits of at least $2,000,000 per occurrence. Upon request, Neostella will provide certificates of insurance evidencing such coverage
6. Interpretation. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Any documents expressly referenced in this Agreement or an applicable Order Form are an integral part of this Agreement.
7. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
8. Entire Agreement; Order of Precedence. This Agreement, together with each applicable Order Form that incorporates this Agreement by reference and any other documents expressly incorporated herein or therein, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between this Agreement and an Order Form, the Order Form shall prevail.
9. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent to an affiliate of such party, or to a successor of such party in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of such party’s assets. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. 
10. Force Majeure. Except with respect to Customer’s payment obligations, neither party is liable for failure or delay due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, labor disputes, or failure of third-party services (a “Force Majeure Event”). This does not excuse payment obligations. The party affected by a Force Majeure Event must promptly notify the other and use reasonable efforts to mitigate effects.
11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
12. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing identified as an amendment to and signed by an authorized representative of each Party. Amendments may also be made through execution of a new or revised Order Form that expressly modifies this Agreement. No waiver by either Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. 
13. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
14. Governing Law. This Agreement is governed by and construed exclusively in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin. The parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) to this Agreement. 
15. Venue. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder will be instituted exclusively in the state or federal courts in Milwaukee, Wisconsin, and each party irrevocably: (a) submits to the exclusive jurisdiction and venue of such courts; and (b) waives any objection to such courts based on venue or inconvenience. Service of process, summons, notice or other document by mail to such party’s address set forth herein (or as updated by the parties in accordance with Section 13.4 (Notices)) will be effective service of process for any suit, action, or other proceeding brought in any such court
16. Non-Solicitation of Employees. During the term of this Agreement and for a period of one (1) year thereafter, neither party will directly or indirectly, solicit, induce, or cause any employee of the other party who has been involved in the Services rendered or received pursuant to this Agreement to leave the present employment of the other party or become employed by the other party. However, the foregoing provisions will not prevent either party from hiring any such person (a) who contacts the party on his or her own initiative without any direct or indirect solicitation by or encouragement from or on behalf of such party’s respective representatives, (b) as a result of placing general advertisements in trade journals, newspapers or similar publications which are not directed at the other party or its employees, or (c) as a result of the efforts of executive recruiters who contact such persons on their own initiative without any encouragement or direction from or on behalf of the party.
17. Export Control; Government Use. Customer may not remove or export or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Counterparts. This Agreement is incorporated by reference into each applicable Order Form and does not require separate execution. Any Order Form may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of an Order Form delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy.

Previous Versions

January 6, 2026

November 19, 2025