ATP360 EULA

ATP360 End User License Agreement

This End User License Agreement (the “Terms”) governs Customer’s access to and use of the ATP360 product made available by Rimo Capital Inc. DBA WorkspaceDNA, and its affiliates (“WorkspaceDNA”) during Customer’s licensed use of ATP360. By accessing ATP360, by clicking to accept, by signing an order or invitation, or by using ATP360, Customer agrees to these Terms. If Customer does not agree, Customer must not access or use ATP360. These Terms supplement, and do not replace, any existing master agreement or NDA between the parties; in the event of conflict, these Terms control. Customer accepts these Terms by clicking to accept when prompted within ATP360 at first sign-in, and such acceptance constitutes Customer’s agreement to be bound by these Terms in full.

1. Definitions
2. Product Status
3. Eligibility and Access
4. License Grant and Use Restrictions
5. Customer Environment and Responsibilities
6. Customer Data and Privacy
7. Service Availability and No Service Level Commitments
8. Support

Capitalized terms used in these Terms have the meanings given below or where otherwise defined.

• “ATP360” means the autonomous validation product made available by WorkspaceDNA, including any updates, modifications, or enhancements.
• “Customer” means the entity accepting these Terms and any of its employees or contractors authorized to use ATP360 on its behalf.
• “Customer Data” means data, applications, configurations, workflows, and validation outputs that Customer makes available to or processes through ATP360, whether residing in Customer’s own Azure subscription and Microsoft Entra tenant (PaaS deployments) or within WorkspaceDNA’s hosted environment (SaaS deployments).
• “Feedback” means any suggestion, comment, evaluation, defect report, idea, or other input provided by Customer regarding ATP360.
• “Term” means the period beginning on the Effective Date and continuing until expiration or termination under Section 12.
• “AI Output” means any validation result, recommendation, classification, score, report, or other content that ATP360 generates, in whole or in part, through the application of artificial intelligence, machine learning, or statistical inference techniques in response to Customer Data or other inputs provided by Customer.
• “Subprocessor” means any third-party service provider engaged by WorkspaceDNA to process Customer Data on WorkspaceDNA’s behalf in connection with the provision of ATP360, including any cloud infrastructure, telemetry, support, or third-party artificial intelligence or machine learning service provider.

ATP360 is made available for Customer’s internal business use subject to these Terms.

Access to ATP360 is limited to Customer and its authorized users. Customer represents that the individual accepting these Terms is authorized to bind Customer and that Customer is not a competitor of WorkspaceDNA using ATP360 for purposes of competitive analysis or product replication.

Subject to these Terms, WorkspaceDNA grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to install, access, and use ATP360 — within Customer’s own controlled Microsoft environment for PaaS deployments, or as hosted by WorkspaceDNA for SaaS deployments — for its internal business purposes.

Customer shall not, and shall not permit any third party to:

• use ATP360 in or in connection with production environments, systems handling regulated data, or any safety-critical, mission-critical, or life-supporting systems;
• resell, sublicense, lease, rent, or otherwise make ATP360 available to any third party;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of ATP360, except to the extent expressly permitted by applicable law;
• use ATP360 to develop, train, or improve a competing product or service, or to perform competitive benchmarking for public disclosure;
• use any AI Output, telemetry, or other content generated by ATP360 to train, fine-tune, validate, evaluate, benchmark, or otherwise develop any artificial intelligence, machine learning, large language, or foundation model, whether for Customer’s internal use or for distribution to any third party;
• deploy, integrate, or rely on ATP360 or any AI Output as part of any AI system that is, or would be, classified as “high-risk” under Regulation (EU) 2024/1689 (the EU AI Act) or any equivalent or successor law or regulation in any jurisdiction, or in any decision that produces legal or similarly significant effects concerning a natural person, without WorkspaceDNA’s prior written consent;
• publish or disclose performance, benchmark, or comparison results regarding ATP360 without WorkspaceDNA’s prior written consent;
• remove or alter any proprietary notices, branding, or markings within ATP360; or
• use ATP360 in violation of applicable law or in a manner inconsistent with the documentation provided by WorkspaceDNA.

This Section 5 applies to PaaS deployments, where ATP360 operates within Customer’s own Azure subscription and Microsoft Entra tenant. For SaaS deployments, see Section 6A.

As between the parties, Customer is solely responsible for its own Azure subscription, Microsoft Entra tenant, and any prerequisite infrastructure used in connection with ATP360, including: (a) the configuration of identity, access, security, and governance controls; (b) the selection of applications, workflows, and data made available to ATP360; (c) compliance with Customer’s own internal policies, change management processes, approval workflows, and applicable legal and regulatory obligations; and (d) the retention, management, and deletion of validation artifacts within Customer’s environment.

WorkspaceDNA has no responsibility for Customer’s environment, configurations, or any consequences arising from Customer’s use of ATP360 outside the scope intended by WorkspaceDNA.

For PaaS deployments, Customer Data used during ATP360 validation remains within Customer’s Azure subscription and Microsoft Entra tenant boundary and is not transferred to WorkspaceDNA as part of standard test execution. For SaaS deployments, Customer Data is processed by WorkspaceDNA and its Subprocessors as described in Section 6A. To the extent Customer separately authorizes support, diagnostic, telemetry, or account-related data to be shared with WorkspaceDNA, WorkspaceDNA may process such data only to provide support, maintain service reliability, security, and quality, troubleshoot technical issues, and meet applicable legal, security, or contractual obligations.

Customer is responsible for ensuring it has obtained all necessary rights, authorizations, and consents to make Customer Data available to ATP360. WorkspaceDNA’s handling of any data received from Customer in connection with ATP360 is further described in the WorkspaceDNA Privacy Policy and any applicable data processing terms. Customer should not provide ATP360 with regulated data (including protected health information, payment card data, or other sensitive personal data) unless expressly authorized in writing by WorkspaceDNA.

WorkspaceDNA will not use Customer Data to train, fine-tune, retrain, validate, or otherwise improve any generally available artificial intelligence or machine learning model that WorkspaceDNA makes available to other customers, without Customer’s prior written consent. This restriction does not limit WorkspaceDNA’s right to: (a) use aggregated, anonymized, or de-identified data that cannot reasonably be used to identify Customer or any individual; (b) use Customer Data solely to operate, secure, monitor, troubleshoot, and improve ATP360 for Customer’s benefit during the Term; or (c) use Feedback in accordance with Section 9. WorkspaceDNA may engage Subprocessors in connection with the provision of ATP360, provided that WorkspaceDNA remains responsible for each Subprocessor’s compliance with the data protection obligations applicable to Customer Data under these Terms. See Section 6A for additional information regarding Subprocessors and telemetry.

This Section 6A.1 applies to WorkspaceDNA’s hosted (SaaS) deployments of ATP360. Where Customer instead deploys ATP360 into its own Azure environment and supplies its own third-party AI provider credentials (a PaaS deployment), WorkspaceDNA does not engage Microsoft Azure or any AI model provider as a Subprocessor in connection with that deployment, and Customer Data does not pass through WorkspaceDNA’s systems. The Subprocessors currently engaged by WorkspaceDNA for SaaS deployments in connection with ATP360 are Microsoft Azure (hosting and storage) and, where selected by Customer, Customer’s chosen AI model provider (currently Azure AI Foundry, Anthropic, OpenAI, or Google). Each AI model provider’s standard API terms currently provide that data submitted via API is not used to train or improve that provider’s models.

ATP360 includes optional telemetry collection, which Customer’s workspace admin may configure to Off, Basic, or Advanced. When set to Basic, WorkspaceDNA collects: (a) run identifiers and start/end time; (b) run outcome and failure classification; (c) AI usage cost; (d) generated-versus-executed step and action counts; (e) worker operating system version; (f) workspace identifier; (g) per-AI-layer provider, model, token count, and cost detail; and (h) run review outcome and override reason code. When set to Advanced, WorkspaceDNA additionally collects: (i) reviewer override notes, with personal information scrubbed and shortened; and (j) error messages and diagnostic bundles for failed runs. Regardless of setting, WorkspaceDNA does not collect test names, step text, or user identities as part of telemetry.

ATP360 is provided without any service level agreement, uptime commitment, or availability guarantee of any kind. WorkspaceDNA may, at its sole discretion and without prior notice, suspend, throttle, modify, restrict, or discontinue all or any part of ATP360, including any feature, capability, or integration, at any time.

Scheduled or unscheduled downtime, performance variability, and feature changes may occur.

WorkspaceDNA provides support for ATP360 through the in-product support feature, which allows Customer to submit a request to technicalsupport@workspacedna.com. Support is available during WorkspaceDNA’s normal business hours.

Customer is encouraged to provide Feedback to WorkspaceDNA regarding ATP360. Customer hereby grants WorkspaceDNA a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit any Feedback for any purpose, without restriction or compensation to Customer. Customer represents that any Feedback it provides will not include Customer confidential information, third-party confidential information, or personal data unless expressly identified and agreed in writing. For the avoidance of doubt, Customer Data does not become Feedback merely by being processed through ATP360, and the license in this Section 9 applies solely to Feedback expressly provided by Customer.

1. Confidentiality and Publicity
2. Intellectual Property
3. Term and Termination
4. Warranty Disclaimer
5. Limitation of Liability
6. Customer Indemnification
7. Fees
8. Compliance, Export Controls, and Sanctions
9. Changes to These Terms
10. General

Non-public information concerning ATP360, including its features, functionality, performance characteristics, documentation, roadmap, pricing, and any related non-public information disclosed by WorkspaceDNA (collectively, “Product Confidential Information”), constitutes confidential information of WorkspaceDNA. Customer shall: (a) protect Product Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care; (b) use Product Confidential Information solely for purposes of using ATP360 under these Terms; and (c) limit access to those of its employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in these Terms. Any pre-existing non- disclosure agreement between the parties remains in effect and applies to ATP360; in the event of conflict, the more protective terms apply.

“Customer shall not publicly disclose Product Confidential Information without WorkspaceDNA’s prior written consent.”

WorkspaceDNA may, with Customer’s prior written consent, reference Customer as a customer; consent for any specific case study, quote, logo use, or co-marketing activity will be addressed separately in writing. Customer’s confidentiality obligations under this Section 10 survive expiration or termination of the Term for a period of five (5) years, except that obligations relating to trade secrets continue for as long as such information remains a trade secret under applicable law.

As between the parties, WorkspaceDNA retains all right, title, and interest in and to ATP360, including all intellectual property rights therein, and all derivatives, modifications, and improvements thereto. Customer retains all right, title, and interest in and to Customer Data. No rights or licenses are granted by implication, estoppel, or otherwise except as expressly set forth in these Terms.

The Term commences on the date Customer first accepts them or accesses ATP360 (the “Effective Date”) and continue until terminated in accordance with this Section 12.

Either party may terminate these Terms at any time, for any or no reason, upon written notice (including by email) to the other party. WorkspaceDNA may, in addition, suspend or terminate Customer’s access immediately upon notice if Customer materially breaches these Terms or uses ATP360 in a manner that creates risk to WorkspaceDNA, other customers, or third parties.

Upon expiration or termination of the Term: (i) all licenses granted to Customer terminate; (ii) Customer shall cease all use of ATP360 and, for PaaS deployments, remove or uninstall any ATP360 components from its environment (for SaaS deployments, WorkspaceDNA will retain Customer Data for 30 days following expiration of Customer’s trial period, after which it will be deleted, unless the trial is extended or renewed); (iii) Customer’s right to use Product Confidential Information ceases, except as required for archival or legal compliance.

Sections that by their nature should survive (including Sections 4, 6, 9, 10, 11, 13, 14, 15, 17, and 19) survive termination.

ATP360 IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKSPACEDNA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WORKSPACEDNA DOES NOT WARRANT THAT ATP360 WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE, OR THAT VALIDATION OUTPUTS WILL BE ACCURATE OR COMPLETE.

Customer remains solely responsible for production deployment decisions, change approvals, governance, and any reliance placed on ATP360 outputs. ATP360 is not a substitute for Customer’s independent judgment, change control, or production release processes.

Customer acknowledges that ATP360 incorporates artificial intelligence and machine learning techniques and that AI Outputs are probabilistic and non-deterministic by nature. AI Outputs may contain errors, omissions, false positives, false negatives, or results that are inaccurate, incomplete, biased, or otherwise unsuitable for Customer’s purposes. Identical or similar inputs may produce different AI Outputs across runs. WorkspaceDNA makes no representation or warranty that any AI Output is accurate, complete, current, fit for any particular purpose, free of bias, or suitable as a basis for any decision. Customer is solely responsible for independently verifying AI Outputs and for applying appropriate human review, validation, and judgment before relying on any AI Output for any decision, change, deployment, disclosure, or external communication. Customer shall not represent or hold out any AI Output as having been produced or verified by WorkspaceDNA. ATP360 and any AI Outputs are provided for informational and evaluation purposes only and do not constitute legal, compliance, security, operational, or professional advice.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKSPACEDNA BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR ATP360, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WORKSPACEDNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, WORKSPACEDNA SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO: (A) CUSTOMER’S RELIANCE ON ANY AI OUTPUT, VALIDATION RESULT, RECOMMENDATION, CLASSIFICATION, SCORE, AUTOMATION, OR REPORT GENERATED BY ATP360; (B) CUSTOMER’S FAILURE TO INDEPENDENTLY REVIEW, VALIDATE, TEST, OR APPROVE ANY AI OUTPUT OR ATP360-GENERATED ACTION; (C) CUSTOMER’S CHANGE MANAGEMENT, DEPLOYMENT, REMEDIATION, CONFIGURATION, OR RELEASE DECISIONS; OR (D) CUSTOMER’S USE OF ATP360 IN VIOLATION OF THESE TERMS OR OUTSIDE THE SCOPE EXPRESSLY AUTHORIZED BY WORKSPACEDNA.

WORKSPACEDNA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ATP360 WILL NOT EXCEED THE GREATER OF: (A) TWENTY-FIVE THOUSAND US DOLLARS (US$25,000); OR (B) THE FEES PAID OR PAYABLE BY CUSTOMER TO WORKSPACEDNA UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION REFLECT AN ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the foregoing limitations apply to the maximum extent permitted by applicable law. Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited under applicable law.

Customer shall defend, indemnify, and hold harmless WorkspaceDNA and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data or Customer’s use of ATP360 in violation of these Terms or applicable law; (b) Customer’s configuration of its environment, identity, or access controls; or (c) Customer’s deployment of ATP360 in or in connection with production, regulated, or safety-critical systems in violation of these Terms.

Customer shall pay the fees specified in the applicable order or subscription. Customer is responsible for any infrastructure, third-party, or Microsoft consumption costs incurred in its own environment in connection with running ATP360.

During the Term, WorkspaceDNA shall maintain commercially reasonable insurance coverage customary for a provider of software and AI-enabled technology services of a similar nature and stage, including cyber liability coverage.

Upon reasonable written request, WorkspaceDNA may provide certificates of insurance evidencing such coverage.

Customer represents and warrants that: (a) it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S., U.K., E.U., or other applicable trade sanctions; (b) it is not on any restricted-party or denied-party list maintained by any applicable governmental authority; and (c) it will not export, re-export, or transfer ATP360 in violation of applicable export control or sanctions laws. Customer shall comply with all applicable laws and regulations in connection with its use of ATP360.

Customer is solely responsible for assessing whether its specific use of ATP360 falls within the scope of, and for ensuring its own compliance with, any law or regulation governing artificial intelligence systems, automated decision- making, or algorithmic accountability, including without limitation Regulation (EU) 2024/1689 (the EU AI Act), the U.K.

AI regulatory framework, the Colorado AI Act, and any equivalent or successor law in any jurisdiction in which Customer operates or makes ATP360 available. Customer shall not deploy ATP360 in any manner that would impose on WorkspaceDNA obligations as a provider, deployer, importer, or distributor under any such law beyond the obligations expressly assumed by WorkspaceDNA in these Terms. If applicable law evolves during the Term in a manner that materially affects either party’s permitted use of ATP360, the parties shall cooperate in good faith to address such change, and either party may terminate these Terms in accordance with Section 12.

WorkspaceDNA may update these Terms during the Term by providing notice to Customer (which may include email or in-product notice). The updated Terms will become effective as of the date specified in the notice. If Customer does not agree to an update, Customer’s sole remedy is to terminate these Terms and cease using ATP360. Continued use of ATP360 after the effective date constitutes acceptance of the updated Terms.

These Terms are supplemental to, and do not modify or expand, any obligation of Microsoft to Customer under Customer’s own Microsoft Azure subscription agreement, if any. During the Term, in the event of any conflict between these Terms and any other agreement between Customer and WorkspaceDNA with respect to Customer’s use of ATP360, these Terms control.

These Terms are governed by the laws of the State of Nevada, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Nevada for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction.

Customer may not assign or transfer these Terms, in whole or in part, without WorkspaceDNA’s prior written consent. WorkspaceDNA may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

Notices to WorkspaceDNA shall be sent to legal@workspacedna.com or such other address as WorkspaceDNA may designate. Notices to Customer may be sent to the email address associated with Customer’s account.

These Terms, together with any referenced agreements or policies, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding the same subject matter. If any provision is held unenforceable, the remaining provisions remain in full force and effect. No waiver is effective unless in writing and signed by the waiving party.

These Terms apply only between WorkspaceDNA and Customer and do not modify or expand any obligation of Microsoft.