GENESIS COMPUTING, INC.
SOFTWARE LICENSE & SERVICES AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE & SERVICES AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE OFFERED BY GENESIS COMPUTING, INC. (“GENESIS”). THE AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF GENESIS SOFTWARE AND SUPPORT. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH GENESIS WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA EITHER (1) GENESIS’ STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY GENESIS OR (2) THE STANDARD ONLINE PROCESS OF AN AUTHORIZED THIRD PARTY MARKETPLACE WHICH IS ACCEPTED BY SUCH MARKETPLACE PROVIDER, SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

Genesis’ direct competitors are prohibited from accessing the Software, except with Genesis’ prior written consent.

This Agreement was last updated on June 27, 2025. It is effective between Customer and Genesis as of the date of Customer’s accepting this Agreement (the “Effective Date”).

1. Definitions.
   1. “Affiliate(s)” means any entity that now or hereafter controls, is controlled by, or is under common control with, a specified entity. Such entity shall be deemed to be an Affiliate only so long as such control exists.
   2. "Authorized User" means one individual whether for themself or on behalf of their entity, that are authorized by Customer to use the Software.
   3. "Beta Features" means any Software feature, functionality or service which Genesis may make available to Customer to try at no additional cost, and which is designated as beta, trial, non-production or another similar designation.
   4. “Confidential Information" means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each Order Form, and with respect to Genesis the Genesis Assets and Usage Data. Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party.
   5. “Customer Environment” means equipment, systems, servers, and workstations, and including each of the foregoing’s operating systems and software contained therein including for clarity web-browsers, servers and online platforms, owned or managed by Customer.
   6. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Software, as may be provided or made available by Genesis to Customer, whether in written or electronic form, including all modifications, updates, upgrades thereto and derivative works thereof.
   7. "Order Form" mean an ordering document or online order between the parties for the purchase of a subscription to the Software, including any addenda and supplements thereto. 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.
   8. "Software" means software that Genesis develops and maintains, to automate data-driven workflows for marketing, finance, and other functions. The Software includes Beta Features, and all modifications, enhancements, updates, upgrades, patches, workarounds, and fixes thereto, and any derivative works thereof to each of the foregoing.
   9. "Subscription Period" is the length of the subscription specified in the Order Form.
   10. “Taxes” means any and all customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed because of the transactions contemplated by this Agreement.
   11. “Usage Data” means data pertaining to Customer’s interaction with, and use of, the Software which includes, but is not limited to, performance of the Software, metrics, and other measures of Customer’s use of each of the foregoing.
   12. “Genesis Assets” means the Software and Documentation.
2. Grant of License to the Software; Restrictions.
   • Grant of License to the Software. Subject to the terms and conditions of this Agreement and the applicable Order Form, Genesis grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as otherwise provided herein) license during the Subscription Period, solely for Customer's internal business operations up to the level and/or quantity specified on the Order Form: (i) to use the Software solely in accordance with the Documentation, this Agreement and the applicable Order Form; or (ii) download, copy, install, integrate and implement any Software provided by Genesis. Customer may permit its Affiliates’ employees and authorized contractors to serve as Authorized Users, subject to the terms of this Agreement and the applicable Order Forms, and provided any use of the Genesis Assets by such individuals will be for the sole benefit of Customer.
   • Restrictions. Customer will not (and will not authorize or permit any third party to): (i) allow anyone other than Authorized Users to access and use the Genesis Assets; (ii) share any Genesis issued access credentials with any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Software; (iv) modify, adapt, or translate the Genesis Assets or remove or modify any proprietary markings or restrictive legends placed on or within the Genesis Assets; (v) make copies, store, or archive, any portion of the Genesis Assets without the prior written permission of Genesis; or (vi) use the Genesis Assets in violation of any applicable law (together, (i) through (vi) the "Restrictions"). The foregoing Restrictions will be inapplicable to the extent prohibited by applicable law.
   • Support. Unless stated otherwise in the applicable Order Form, if Customer experiences any errors, bugs, or other issues in its use of the Software, Genesis will use commercially reasonable efforts to respond as soon as possible in order to resolve the issue or provide a suitable workaround. The fee for such support is included in the cost of the software license subscription set forth on the Order Form.
   • Trial Period. Subject to the terms of the Agreement and Order Form, including payment of all Trial Period fees (if any), commencing on the Effective Date and for the period set forth on the Order Form, Customer will have the right to use the Genesis Assets for evaluation purposes ("Trial Period"). Prior to the end of the Trial Period, Customer may terminate this Agreement without further obligation upon written notice to Genesis ("Trial Termination Notice"). If Genesis does not receive a Trial Termination Notice prior to the end of the Trial Period, the Subscription Period commences upon the expiration of the Trial Period, and Genesis will invoice Customer in accordance with Section 5.
   • Beta Features. Beta Features made available by Genesis are provided to Customer for testing purposes only. Genesis makes no commitments to provide Beta Features in any future versions of the Genesis Assets. Customer is not obligated to use Beta Features. Genesis may immediately and without notice remove Beta Features for any reason without liability to Customer. Notwithstanding anything to the contrary in this Agreement, Genesis does not provide Support for Beta Features. For clarity, all Beta Features are provided "AS IS" without warranty of any kind.
   • Third-Party Applications. The Software integrates with third party (and potentially Customer) products, services, systems, websites and portals, browsers, tools or applications that are not owned or controlled by Genesis ("Third-Party Application(s)"). Genesis neither licenses Third Party Applications for Customer’s benefit nor endorses any Third-Party Applications. This Agreement does not apply to such Third-Party Applications including Customer’s use thereof. GENESIS HAS NO LIABILITY OR OBLIGATION OF ANY KIND RELATED TO ANY THIRD-PARTY APPLICATIONS USED BY CUSTOMER. Customer is required to maintain and comply with any applicable agreements with respect to Third-Party Applications necessary for the interaction of such Third Party Applications with the Software under this Agreement.
3. Customer Obligations.
   • Internet Connections. Customer will be responsible for obtaining Internet connections necessary for Customer to access and use the Genesis Assets.
   • Customer Implementation & Updates. Promptly following the Effective Date and during the Subscription Period: (i) Genesis will make available the Software ; and (ii) Customer is responsible for installing the Software, including all updates thereto, within the Customer Environment. Customer will install all Software and updates in a timely fashion. If Customer fails to do so, performance of the Software may be impacted.
   • Export. The Genesis Assets are subject to export control laws and regulations. Customer may not access or use the Genesis Assets or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the Genesis Assets nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities.
4. Usage Data.
   • Usage Data. The Software will generate Usage Data that Genesis  may collect to debug and improve the Software. The Software may contain administrator options to opt out of such collection. To the extent Usage Data contains any elements of data or information process by Customer via the Software, Genesis will aggregate and anonymize such Usage Data.
5. Fees.
   1. Fees. Customer will pay all fees set forth in the applicable Order Form. Unless otherwise provided for in an Order Form: (i) all amounts are due and payable to Genesis within thirty (30) days from the date of the Order Form; and (ii) all payments are non-cancellable and non-refundable.
   2. Taxes. Customer will pay all applicable Taxes excluding only those based on Genesis’s net income. If Customer is compelled to make a deduction or set-off for any such Taxes, Customer will pay Genesis such additional amounts as necessary to ensure receipt by Genesis of the full amount Genesis would have received but for the deduction. Any applicable direct pay permits or valid Tax-exempt certificates must be provided to Genesis prior to the execution of this Agreement. If Genesis is required to collect and remit Taxes on Customer’s behalf, Genesis will invoice Customer for such Taxes, and Customer will pay Genesis for such Taxes in accordance with Section 5(a).
   3. Late Payments. In the event that Genesis does not receive any invoiced amount by the due date as set forth in Section 5(a), without limiting its rights and remedies, Genesis may: (i) charge interest on the outstanding balance (at a rate not to exceed the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law); (ii) condition future Software renewals and additional Order Forms on payment terms shorter than those specified in Section 5(a); and/or (iii) suspend access to and/or terminate for failure to pay (if applicable) the Software pursuant to Section 6(b).
   4. Purchases Through Authorized Third Party Marketplaces. The terms of this Agreement related to pricing, payment or taxes do not apply to any Customer orders placed through third-party marketplace (e.g., Snowflake, AWS) authorized by Genesis (each, an “Authorized Marketplace”) where Customer pays the applicable fees directly to such Authorized Marketplace. Customer will establish such terms independently with the Authorized Marketplace. In the event of a termination by an Authorized Marketplace of its agreement with Customer (“Marketplace Termination”), Customer will notify Genesis and Customer’s license to use the Software hereunder will continue for the duration of the applicable Subscription Period subject to Customer's ongoing compliance with this Agreement and after such Marketplace Termination, Genesis will receive payments directly from Customer pursuant to this Agreement.
6. Term & Termination.
   1. Term. The term of the Agreement commences on the Effective Date and will continue in effect thereafter so long as there is an active Subscription Period under an Order Form, or until terminated earlier in accordance with Section 6(b). For clarity, each Subscription Period will be set forth in the applicable Order Form.
   2. Suspension Rights & Termination. Genesis may suspend Customer’s access to, or use of, the Software if: (i) any amount due to Genesis under any invoice is past due and such amount is not paid within 10 days of written notice from Genesis; and (ii) any use of the Software by Customer or Authorized Users that in Genesis's reasonable judgment threatens the security, integrity or availability of the Software. Genesis will: (x) provide Customer with written notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension; and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
   3. Termination.  Either party may terminate this Agreement and/or any Order Form: (i) upon thirty (30) days' notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.
   4. Effect of Termination. If Customer terminates this Agreement in accordance with Section 6(c)(i), Genesis will reimburse Customer on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Period as of the date of such termination.
   5. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 7 (Confidentiality), 8 (Ownership), 10 (Indemnification), 11 (Limitation on Liability), and 13 (Miscellaneous, as applicable).
7. Confidentiality.
   1. Each party that receives ("Receiving Party") Confidential Information of the other party ("Disclosing Party") will protect and preserve such Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use or disclose the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement and applicable Order Forms.  
   2. Receiving Party may disclose, distribute, or disseminate Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, including to the same with respect to its Affiliates, contractors, or agents (its "Representatives"), provided Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives.
   3. A Receiving Party will not violate its confidentiality obligations if it discloses Disclosing Party's Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.
   4. Each party acknowledges that any violation or threatened violation of this Section 7 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
8. Ownership.
   1. Genesis Property. As between the parties, Genesis owns and retains all right, title, and interest in and to the Genesis Assets and Usage Data, and configuration or deployment of the Software shall not affect or diminish Genesis’ rights, title, and interest in and to the Genesis Assets. Except for the limited license granted to Customer in Sections 2(a), Genesis does not by means of this Agreement or otherwise transfer any other rights to Customer.
   2. Feedback. Customer may provide comments, suggestions and recommendations to Genesis with respect to the Genesis Assets (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes to each of the foregoing) (collectively, "Feedback"). Genesis may freely use and exploit any such Feedback without any obligation to Customer, unless otherwise agreed upon by the parties in writing.
9. Warranties; Disclaimer.
   1. Mutual Warranties. Each party warrants it has validly entered into this Agreement and has the legal power to do so.
   2. Genesis Warranties. Genesis warrants for one (1) year from the commencement of the applicable Subscription Period that the Software will perform in all material respects the functions described in the Documentation when operated in accordance with the Documentation. Customer must report in writing any breach of this Software warranty to Genesis during the relevant warranty period, and Customer’s exclusive remedy and Genesis’ entire liability shall to use its commercially reasonable efforts to correct or provide a workaround for reproducible Software errors that cause a breach of this warranty, or if Genesis is unable to make the Software operate as warranted within a reasonable time considering the severity of the error and its impact on the Customer, Customer shall be entitled to return the Software to Genesis (or cease use and delete any any all copies there) and recover the fees paid to Genesis for the Software license.
   3. Customer Warranties. Customer represents and warrants it has all licenses, permissions, consents and rights necessary with respect to any Third-Party Applications necessary to enable the Software to interact with such Third Party Applications.
   4. Disclaimer. WITH THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 9, THE GENESIS ASSETS AND BETA FEATURES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. GENESIS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. GENESIS DOES NOT WARRANT THAT THE GENESIS ASSETS OR BETA FEATURES: (I) ARE ERROR-FREE; (II) WILL PERFORM UNINTERRUPTED; OR (III) WILL MEET CUSTOMER'S REQUIREMENTS.
10. Indemnification.
    1. By Genesis.
       1. Genesis will defend Customer, and its Affiliates, including each of the foregoing's officers, directors, employees and agents (collectively, "Customer Indemnified Parties"), from any third-party claim, demand, dispute, suit or proceeding, and Genesis will indemnify Customer Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys' fees), finally awarded against the Customer Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, alleging that the Genesis Assets, including Customer's permitted use thereof, infringes or misappropriates any patent, trademark or copyright of such third party.
       2. ii.If Genesis becomes, or in Genesis’s opinion is likely to become, the subject of an infringement or misappropriation claim, Genesis may, at its option and expense: (a) procure for Customer the right to continue using the Genesis Assets; (b) replace the Genesis Assets (including any component part) with a non-infringing substitute subject to Customer's prior written approval; or (c) modify the Genesis Assets so that it becomes non-infringing. If none of the foregoing alternatives are available, Genesis shall notify Customer, and Customer may elect to terminate the license immediately pursuant to Section 6(c).
       3. iii.Genesis will not be obligated to defend or be liable for costs or damages solely to the extent the infringement or misappropriation is attributable to: (a) any unauthorized use, reproduction, or distribution of the Genesis Assets or Genesis’s intellectual property rights by the Customer Indemnified Parties which is the subject of the claim; or (b) any unauthorized combination of, or modification to, the Genesis Assets or Genesis’s intellectual property rights, other than as expressly approved by Genesis that causes the underlying claim where such claim would have not occurred but for such unauthorized act.
       4. iv.THIS SECTION 10(a) STATES GENESIS’ ENTIRE RESPONSIBILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.
    2. By Customer. Customer will defend Genesis, and its Affiliates, including each of the foregoing's officers, directors, employees and agents (collectively, "Genesis Indemnified Parties"), from any third-party claim, demand, dispute, suit or proceeding, and Customer will indemnify the Genesis Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys' fees), finally awarded against the Genesis Indemnified Parties related to: (i) Customer or an Authorized User violating a Restriction; and (ii) Customer's breach of Section 9(c) (Customer Warranties).
    3. Indemnification Process. The indemnified parties will: (i) give the indemnifying party prompt written notice of any claim, action or demand for which indemnity is claimed; (ii) give the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of the indemnified parties without indemnified parties' prior written approval such approval not to be unreasonably withheld, conditioned or delayed; and (iii) provide the indemnifying party with reasonable cooperation, at the indemnified parties' expense, in connection with the defense and settlement of the claim.
11. Limitation on Liability.
    1. NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, THAT MAY ARISE OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, SERVICES LIABILITY OR OTHERWISE.
    2. EXCEPT WITH RESPECT TO UNCAPPED CLAIMS, AS DEFINED BELOW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER FOR USE OF THE GENESIS ASSETS DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
       
       THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT'S SOLE AND EXCLUSIVE REMEDY.
    3. "Uncapped Claims" means any claim or liability associated with: (i) either party's breach of Section 7 (Confidentiality); (ii) either party's respective indemnification obligations under Section 10 (Indemnification); or (iii) any liability of a party which cannot be limited under applicable law, including gross negligence, recklessness, intentional misconduct, or violation of the other party’s intellectual property rights.
12. Force Majeure. Except for Customer's payment obligations hereunder, neither Genesis nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action (each, a "Force Majeure Event"). For clarification, events caused by a party's own action are not Force Majeure Events. If a Force Majeure Event prevents Genesis from providing the Software for at least thirty (30) consecutive days, either of the parties may immediately terminate this Agreement and any Order Forms, by providing written notice to the other.
13. Miscellaneous. This Agreement is the entire agreement between the parties and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed by both parties. The parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of New York without reference to conflicts of law rules. For any dispute relating to this Agreement, the parties consent to personal jurisdiction and the exclusive venue of the courts in Westchester County, California. Any notice provided by one party to the other under this Agreement will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Electronic copies of such signed copies will be deemed to be binding originals. To the extent there is an inconsistency between the terms of the Agreement and an Order Form, the Order Form will control over the Agreement.