Aletyx General Terms

These General Terms (the “General Terms”) form part of an Agreement (as further described in Section 1 below) between Aletyx, Inc. (“Aletyx”) and the Customer identified in the Order Form referencing these General Terms (together, the “Parties”). These General Terms are dated as of the date they were executed by both Parties or were incorporated by reference into, or attached to, an Order Form (“Effective Date”).

1. Contracting Overview. These Terms describe the terms and conditions under which Customer may purchase or license certain software and services (each, an “Offering”) from Aletyx. Customer may obtain Aletyx Offerings by executing an order form with Aletyx describing such Offerings (each an “Order Form”) that references these General Terms, and which may also incorporate other documents by reference, such as specific terms that relate to such Offerings (“Offering Specific Terms”). All of the documents incorporated by reference into an Order Form, including these General Terms and any Offering Specific Terms, make up the agreement between the Parties relating to the Offerings purchased under that Order Form (together, the “Agreement”).

2. Term and Termination.

   2.1. Term and Termination of the General Terms. These General Terms will continue in effect until they are terminated. Either Party may terminate these General Terms upon notice to the other Party at any time that there are no effective Order Forms outstanding that incorporate these General Terms.

   2.2. Termination or Suspension of an Agreement for Cause. Either Party may terminate any or all Order Forms by notice to the other Party if (a) the other Party materially breaches an Agreement and does not cure the breach within thirty (30) days after written notice; or (b) 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. In addition, Aletyx may, at its option and without limiting its other remedies, suspend (rather than terminate) its performance under an Order Form if Customer breaches an Agreement (including with respect to payment of Fees) until the breach is remedied.

   2.3 Effect of Termination; Survival. The termination or suspension of an individual Order Form will not terminate or suspend any other Order Form unless specified in the notice of termination or suspension. If an Order Form is terminated, Customer agrees to pay for all Units that it used or deployed or that were provided by Aletyx up to the effective date of termination. Sections 2.3, 3, 4.2, 6, 7.3, 7.4, 8, 9, 10, and 11 will survive the termination of this Agreement.

3. Fees and Payment

   3.1. Payment of Fees. Issuance of invoices is as described in the Order Form or Offering Specific Terms. Unless otherwise set forth in an Order Form, Customer will pay all undisputed Fees no later than 30 days after receipt of the applicable invoice.

   3.2. Taxes. Fees do not include Taxes. If Customer is required to withhold or deduct any Taxes from the Fees, then Customer will increase the amount payable to Aletyx by the amount of such Taxes so that Aletyx receives the full amount of all Fees. Unless otherwise provided in the Agreement, all Fees and other amounts paid under the Agreement are non-refundable.

   3.3. Basis of Fees. For metered or tiered Offerings, fees are determined by counting the Units associated with the applicable Aletyx Offering, as described in the Offering Specific Terms and/or Order Form. For Offerings, fees are calculated based on the pricing structure set forth in the applicable Order Form and/or Offering Specific Terms, which may include flat fees, enterprise pricing, or other commercially agreed pricing models. If Customer’s usage exceeds the scope of its purchased Offering (whether through exceeding Unit limits in tiered Offerings or exceeding permitted use cases in unlimited Offerings), Customer will promptly report to Aletyx such excess usage and the date(s) on which it occurred. Aletyx will invoice Customer and Customer agrees to pay for such excess usage in accordance with the then-current pricing terms.

4. Representations and Warranties; Disclaimers

   4.1. Aletyx represents and warrants that (a) it has the authority to enter into each Agreement; (b) the Services will be performed in a professional and workmanlike manner by qualified personnel; (c) to its knowledge, the Software does not, at the time of delivery to Customer, include malicious mechanisms or code for the purpose of damaging or corrupting the Software; and (d) the Services will comply in all material respects with laws applicable to Aletyx as the provider of the Services. Customer represents and warrants that (a) it has the authority to enter into each Agreement; and (b) it will comply with applicable law in the use of Aletyx Offerings.

   4.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN AN AGREEMENT, THE ALETYX OFFERINGS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, AND ALETYX DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALETYX DOES NOT REPRESENT OR WARRANT THAT THE ALETYX OFFERINGS WILL BE UNINTERRUPTED, SECURE, ERROR FREE, ACCURATE, COMPLETE, COMPLY WITH REGULATORY REQUIREMENTS, OR THAT ALETYX WILL CORRECT ALL ERRORS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN AN AGREEMENT, CUSTOMER’S EXCLUSIVE REMEDY, AND ALETYX’S ENTIRE LIABILITY WILL BE THE RE-PERFORMANCE OR RE-DELIVERY OF THE DEFICIENT ALETYX OFFERING, OR IF ALETYX CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE RELEVANT ORDER FORM, IN WHICH CASE ALETYX WILL PAY CUSTOMER A PRO RATA REFUND OF THE PREPAID FEES UNDER SUCH ORDER FORM AS OF THE EFFECTIVE DATE OF TERMINATION.

   4.3. The Aletyx Offerings have not been tested in all situations under which they may be used. Aletyx will not be liable for the results obtained through use of the Aletyx Offerings and Customer is solely responsible for determining appropriate uses for the Aletyx Offerings and for all results of such use. In particular, Aletyx Offerings are not specifically designed, manufactured or intended for use in (a) the design, planning, construction, maintenance, control, or direct operation of nuclear facilities; (b) aircraft control, navigation, or communication systems; (c) weapons systems; (d) life support systems; or (e) other similar hazardous environments.

5. Aletyx Online Properties. Customer (and its employees, contractors, and other representatives) may be required to create one or more accounts to access Aletyx websites and portals. Customer will provide accurate information when creating an account. Customer will not access or create multiple accounts in a manner that is (a) intended to avoid, or has the effect of avoiding, payment of Fees; (b) circumventing thresholds or Unit limitations associated with its account; or (c) intended to violate the Agreement. Customer is solely responsible for all activities in connection with its accounts and will notify Aletyx promptly if Customer becomes aware of any unauthorized use of an account.

6. Confidentiality

   6.1. Recipient (a) will not disclose Confidential Information of Discloser to any third party unless Discloser approves the disclosure in writing or the disclosure is otherwise permitted under this Section 6; (b) will not use Confidential Information for any purpose other than to support the performance of its obligations under an Agreement; (c) will use the same degree of care to protect Confidential Information of Discloser as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and (d) may disclose Confidential Information of the Discloser only to its employees, Affiliates, agents, and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation (or other professional obligation) to keep such information confidential using standards of confidentiality no less restrictive than those required by this Section 6. These obligations will continue for a period of three (3) years following initial disclosure of the particular Confidential Information. A Recipient may disclose Confidential Information if it is required to do so by applicable law, regulation or court order but, where legally permissible and feasible, will provide advance notice to the Discloser to enable the Discloser to seek a protective order or other similar protection.

   6.2. Information is not Confidential Information, if (a) the information is or becomes publicly available other than as a result of the Recipient’s breach of this Agreement; (b) the Recipient, at the time of disclosure, knows or possesses the information without obligation of confidentiality or thereafter obtains the information from a third party not under an obligation of confidentiality; (c) the Recipient independently develops the information without use of the Discloser’s Confidential Information; or (d) the information is generally known or easily developed by someone with ordinary skills in the business of the Recipient.

7. Customer Information, Feedback, and Reservation of Rights

   7.1. Client Information. If Customer provides Customer Information in connection with its use of or access to Aletyx Offerings, Aletyx may use such Client Information in connection with provision of the Aletyx Offerings (subject to Section 8 with respect to disclosure of Customer Information that constitutes Confidential Information). Customer represents and warrants that its provision (and Aletyx’s use) of Customer Information will not require any additional consents or licenses, will comply with applicable law, and will not violate any intellectual property, proprietary, privacy, or other right of any third party. As between Aletyx and Customer, subject to the rights granted in this Section, Customer retains all of rights in and to Customer Information. Customer acknowledges that to provide the Offerings, it may be necessary for Customer Information to be transferred between Aletyx, its Affiliates, and subcontractors, which may be located worldwide.

   7.2. No Personal Data. Other than business contact information, Customer agrees not to provide to Aletyx personal data subject to applicable data protection laws, including without limitation the General Data Protection Regulation (“GDPR”), the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, the California Consumer Privacy Act, and other similar data protection legislation. In the event Customer wishes to provide Aletyx personal data (or access to such personal data), Customer will notify Aletyx in advance in writing and if Aletyx agrees that its receipt or access to such personal data is necessary for provision of an Offering, the Parties will use good faith efforts to negotiate a data processing addendum which will amend the applicable Agreement, as reasonably required to comply with applicable data protection laws.

   7.3. Feedback. Customer may voluntarily provide Aletyx with Feedback related to Aletyx Offerings, but has no obligation to do so. If Customer chooses to do so, Aletyx may use Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve, Aletyx Offerings without attribution or compensation. Customer grants Aletyx a perpetual and irrevocable license to use all Feedback for any purpose.

   7.4. Reservation of Rights. Aletyx grants to Customer only those rights expressly granted in an Agreement with respect to the Aletyx Offerings and reserves all other rights in and to the Aletyx Offerings (including all intellectual property rights). Aletyx may collect and use for any purpose aggregate anonymous data about Customer’s use of the Aletyx Offerings. Nothing in an Agreement will limit Aletyx from providing software, materials, or services to other customers, irrespective of the possible similarity of such software, materials or services to those that might be delivered to Customer. Nothing will prohibit or restrict either Party’s right to develop, use or market products or services similar to or competitive with the other Party; provided, however, that neither party is relieved of its obligations under Section 6 (Confidentiality) of these General Terms.

8. Review. While an Agreement is in effect and for one (1) year thereafter, Aletyx or its designee, acting in accordance with Section 6 (Confidentiality), may inspect Customer’s IT systems and records to verify Customer’s compliance with such Agreement. Customer agrees to (a) respond promptly to requests for information, documents and/or records; (b) grant appropriate access for on-site visits in order to verify Customer’s compliance; and (c) reasonably cooperate in connection with any such verification. Aletyx will provide at least ten (10) days prior written notice for any on-site visits, and will conduct on-site visits during regular business hours in a manner that reasonably minimizes interference with Customer’s business. If Aletyx notifies Customer of any noncompliance or underpayment, then Customer will resolve the non-compliance and/or underpayment within fifteen (15) days from the date of notice. If the underpayment exceeds five percent (5%), then Customer will also reimburse Aletyx for its reasonable cost of the review.

9. Limitations

   9.1. DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST OR DAMAGED DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICE INTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

   9.2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALETYX’S AND ITS AFFILIATES’ TOTAL AND AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO AN AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY ALETYX WITH RESPECT TO SUCH AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHER LEGAL THEORY. THIS LIMITATION OF LIABILITY DOES NOT LIMIT CLAIMS OF BODILY INJURY (INCLUDING DEATH) OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENCE OF ALETYX OR ITS AFFILIATES.

10. Governing Law and Claims. The Agreement, and any claim, controversy or dispute arising out of or related to the Agreement, are governed by and construed in accordance with the laws of the State of New York without giving effect to any conflicts of laws provision. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the State of New York. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of Wake County, North Carolina, and each party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of or related to the Agreement may be brought by either Party more than one (1) year after the Party first became aware or reasonably should have been aware of the basis for the claim.

11. Miscellaneous

    11.1. Export. Aletyx may supply Customer with Controlled Materials. Customer agrees to comply with all applicable export and import laws or regulations, including any local laws in Customer’s jurisdiction concerning Customer’s right to import, export or use Controlled Materials and agrees that Aletyx is not responsible for Customer’s compliance. Without limiting the foregoing, Customer agrees that it will not export, disclose, re-export or transfer the Controlled Materials, directly or indirectly, to (a) any U.S. embargoed destination; (b) any party who Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, unmanned air vehicle systems, or any other restricted end-use; or (c) anyone on (or controlled by a person or entity on) a U.S. government restricted persons list, including those who have been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. Customer will not provide Aletyx with any data or engage Aletyx in any activity subject to the International Traffic in Arms Regulations (ITAR). In addition, Customer will not, and will not allow third parties under its control to use the Aletyx Offerings for any activity subject to the ITAR. Aletyx may terminate any or all Agreements without liability to Customer if (a) Customer breaches (or Aletyx believes it has breached) this paragraph or the export provisions of an end user license agreement for any Software; or (b) Aletyx is prohibited by law or otherwise restricted from providing Aletyx Offerings to Customer.

    11.2. Notices. Notices must be in English, in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the address(es) or email address provided by Customer. Any notice from Customer to Aletyx must include a copy sent to: Aletyx, Inc., Attention: General Counsel, 2500 Regency Parkway, Cary, NC 27518; Email: [email protected].

    11.3. Assignment. Upon written notice, either Party may assign this Agreement to (a) an Affiliate; or (b) a successor or acquirer pursuant to a merger or sale of all or substantially all of such Party’s assets. Any other assignment will be deemed void and ineffective without the prior written consent of the other Party. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.

    11.4. Waiver. A waiver by a Party under this Agreement is only valid if in writing and signed by an authorized representative of such Party. A delay or failure of a Party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights.

    11.5. Independent Contractors; Subcontracting. The Parties are independent contractors and nothing in an Agreement creates an employment, partnership or agency relationship between the Parties or any Affiliate. Each Party is solely responsible for supervision, control and payment of its personnel. Aletyx may subcontract its obligations to third parties or Affiliates as long as (a) subcontractors agree to protect Confidential Information; and (b) Aletyx remains responsible to Customer for performance of Aletyx’s obligations.

    11.6. Third Party Beneficiaries. The Agreement is binding on the Parties to the Agreement and, other than as expressly provided in the Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy.

    11.7. Publicity. Except as provided below, neither Party will use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of the other Party or any of its Affiliates in any manner without prior written authorization of such use by the other Party. Neither Party will issue press releases or publicity relating to the other Party, this Agreement or an Order Form, or reference the other Party or its Affiliates in any press release, brochures, advertisements, client lists or other promotional materials, without the prior written permission of the other Party. Notwithstanding the foregoing, Aletyx may use Customer’s name and logo as part of a list of Aletyx clients, and Customer hereby grants Aletyx a limited, non-transferable, worldwide license to use Customer’s name and logo for such purposes.

    11.8. Force Majeure. Neither Party is responsible for nonperformance or delay in performance of its obligations (other than payment of Fees) due to causes beyond its reasonable control.

    11.9. Complete Agreement and Order of Precedence. An Agreement represents the complete agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter. Any terms contained in any other documentation that Customer delivers to Aletyx, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of an Agreement or otherwise bind the Parties. If there is a conflict between the General Terms, the Offering Specific Terms and/or an Order Form, the General Terms will control unless otherwise expressly provided in the Offering Specific Terms or Order Form.

    11.10. Counterparts. Each document making up an Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same document. The Parties may exchange signature pages by email or electronic signature process and such signatures will be effective to bind the parties to an Agreement.

    11.11. Severable. If any provision of an Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement will remain in effect to the greatest extent permitted by law.

12. Definitions

“Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party, where “control” is the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“Aletyx Offerings” means Software, Services, and other Aletyx branded offerings made available by Aletyx.

“Confidential Information” means information disclosed by the Discloser to the Recipient during the term of the Agreement that (a) is marked confidential; (b) if disclosed orally, is clearly described as confidential at the time of disclosure and is subsequently set forth in writing, marked confidential, and sent to the Recipient within thirty (30) days following the oral disclosure; or (c) is of a nature that the Recipient knows is confidential to the Discloser or should reasonably be expected to know is confidential.

“Controlled Materials” means software or technical information that is subject to the United States Export Administration Regulations.

“Customer Information” means any data, information, software or other materials that Customer provides to Aletyx under the Agreement.

“Discloser” is a Party disclosing Confidential Information under an Agreement.

“Feedback” means any ideas, suggestions, proposals or other feedback Customer may provide regarding Aletyx Offerings.

“Fees” means the amounts paid or to be paid by Customer to Aletyx for Aletyx Offerings.

“Online Services” means Aletyx branded cloud or hosted services offerings.

“Offering Specific Terms” means the Aletyx Offering Specific Terms set forth as such Offering Specific Terms may be updated by Aletyx from time to time.

“Professional Services” means consulting services provided by Aletyx.

“Recipient” is the party receiving Confidential Information under this Agreement.

“Service(s)” means Professional Services, Training Services, Online Services, services offered as Subscriptions, or other services offered by Aletyx.

“Services Term” means the period during which you are entitled by Aletyx to use, receive access or consume a particular Aletyx Offering pursuant to an Order Form.

“Software” means Aletyx branded software.

“Subscription” means a time bound Aletyx Offering.

“Taxes” means any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or any Aletyx Offerings, other than taxes based on the net income of Aletyx.

“Training Services” means access to Aletyx training courses, including online courses or courses provided at a site as may be agreed by the Parties.

“Unit” means the basis upon which Fees are determined for Aletyx Offerings as set forth in Offering Specific Terms or an Order Form.

Last modified: February 27, 2026