SAAS SERVICES AGREEMENT

EXHIBIT A

TERMS AND CONDITIONS

These Terms and Conditions and the order form to which these Terms and Conditions are attached ("Order"), including any other exhibits attached to the Order, are made part of the SaaS Services Agreement (collectively, this "Agreement") between Terrakotta Inc. ("Company") and the customer identified in the Order ("Customer"). Company and Customer may each be referred to herein as a "Party" and collectively as the "Parties." The Parties enter into this Agreement as of the effective date set forth in the Order (the "Effective Date").

1. SAAS SERVICES

1.1. General. Subject to the terms of this Agreement, Company will: (a) make the Company's proprietary software-as-a-service platform known as "Terrakotta," as further described in the Order ("Service") available to Customer for the number of Authorized Users identified on the Order solely for the internal business operations of Customer. "Authorized Users" means an employee or contractor of Customer who is authorized by Customer to access and use the Service, and who has been issued a Service account by Customer that is associated with a unique email address with a domain name owned or controlled by Customer. The terms of this Agreement will also apply to updates and upgrades of the Service subsequently provided by Company to Customer. Company may update the functionality, user interfaces, usability, and Documentation from time to time in its sole discretion as part of its ongoing mission to improve the Service. Company will comply with all laws applicable to Company's provisioning of the Service to its customers generally (i.e., without regard to the specific nature of the Customer Data (as defined below) or Customer's particular use of the Service).

1.2. Customer Data.

1.2.1. General. "Customer Data" means all data, content, and information submitted by Authorized Users into the Service, including without limitation samples of Authorized Users' voices, and the Customer-specific output that is generated by Authorized Users' use of the Service. Customer grants to Company a worldwide, non-exclusive, limited term license and right to access, use, copy, distribute, perform, and display Customer Data, and provide necessary access to third-party service providers acting on Company's behalf, such as Company's hosting services provider: (a) to provide, maintain, improve, and update the Service, including for purposes of developing, training, and improving Company's machine learning models, including large language models, and artificial intelligence algorithms (collectively, "Models"); (b) to prevent or address service or technical problems or at Customer's request in connection with support matters; (c) as compelled by law; and (d) as expressly permitted in writing by Customer.

1.2.2. Protection of Customer Data. Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of Customer Data. Company shall ensure safeguards are in place to prevent cross-contamination or unauthorized replication of Customer Data. At no time shall the Company disclose, share, distribute, sell, lease, rent, or otherwise make available any Customer Data to any third party without the express, prior written consent of the Customer.

1.3. Account Creation and Subscriptions. Customer must identify a primary Authorized User who will be responsible for Customer's master administrator account and for creating Authorized User accounts. Authorized User accounts cannot be shared or used by more than one Authorized User. Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under Authorized User accounts.

1.4. Third Party Products and Content.

1.4.1. General. If Customer utilizes any applications, products, services, or content that interoperate with the Service and that are provided by Customer or a third party, including without limitation Plivo's services (collectively, the "Third Party Products and Content") for use with the Service: (a) any use by Customer or its Authorized Users of such Third Party Products and Content is solely the responsibility of Customer and the applicable provider; (b) Company does not guarantee, warrant, or offer support for any such Third Party Products and Content; (c) Customer acknowledges that the providers of those Third Party Products and Content may have access to Customer Data in connection with the interoperation of the Third Party Products and Content with the Service, and Company will not be responsible for any use, disclosure, modification, or deletion of such Customer Data by the Third Party Products and Content.

1.4.2. Plivo. Customer acknowledges that the Services currently utilize the voice calling services provided by Plivo Inc. ("Plivo") ("Plivo Services"). In connection with its use of the Plivo Services, Customer agrees and hereby represents and warrants that it shall comply with Plivo's policies, including without limitation Plivo's Authorized Use Policy found at https://www.plivo.com/aup/, as modified from time to time ("Plivo Policies"). Customer also acknowledges that Plivo's use of Customer's data and information shall subject to the terms of Plivo's privacy policy found at https://www.plivo.com/privacy, as modified from time to time. All voice calls by Customer using the Plivo Services are subject to carrier regulations within the region of use and the region that the call is made and/or received. Customer acknowledges and agrees that the Service, including Plivo Services, does not allow Customer to access any 911 or similar emergency services. The Service, including Plivo Services, is not intended to replace any primary phone service that may be used to contact emergency services. Notwithstanding anything herein to the contrary, Customer agrees it is fully responsible for and Company hereby disclaims any liability arising from Customer's use of the Plivo Services.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1. Usage Restrictions. Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (b) copy, modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Company or authorized within the Services); (c) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels from the Services; (e) upload, post, transmit, or otherwise make available to the Service any content or information that (i) is unlawful or tortious, (ii) Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other proprietary rights of any person, or (iii) is designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) sublicense, resell, distribute, lend, transfer, convey, or similarly exploit the Service; or (g) access the Service to build a competitive product or service.

2.2. Compliance with Law. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect, if any (the "Policy"), Plivo Policies, and all applicable laws, rules, and regulations, including without limitation the Federal Telephone Consumer Protection Act of 1991 ("TCPA") and the implementing regulations and decisions of the Federal Communications Commission and the Federal Trade Commission (collectively, the "TCPA Requirements"). Customer (i) shall obtain all consents necessary under the TCPA Requirements; (ii) shall honor all do-not-call obligations applicable to any communications it makes using the Services; (iii) acknowledges that use of the Services will generate messages using an artificial voice as defined in the TCPA Requirements; (iv) and shall use the Services to call only telephone numbers assigned to business customers. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Company may immediately suspend and/or terminate Customer's right to use the Services without liability of any kind in the event of a breach of this Section 2.2.

2.3. Customer Responsibilities. Customer will: (a) be responsible for Authorized Users' compliance with this Agreement; (b) be responsible for the accuracy, appropriateness, and legality of Customer Data; and (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and promptly notify Company of any such unauthorized access or use. Customer shall be solely responsible for: (x) all authorized and unauthorized access, activities, and charges associated with the Customer's and Authorized Users' account; and (y) obtaining and maintaining the Internet connectivity necessary to utilize the Service.

2.4. Export Restrictions. Customer may not remove or export from the United States or allow the export or re-export of the Service 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 Service and documentation 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.

3. CONFIDENTIALITY

3.1. Definition. "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. Confidential Information of Customer includes Customer Data, Confidential Information of Company includes the Service (including its software and content, other than Customer Data), and Confidential Information of each Party includes the terms of this Agreement. Confidential Information will not include any information that: (a) is or becomes generally available to the public without Receiving Party's breach of any obligation owed to the Disclosing Party or other violation of this Agreement, or (b) was in Receiving Party's possession or known by it prior to receipt from the Disclosing Party without any confidentiality obligations or restrictions, or (c) was rightfully disclosed to Receiving Party without any confidentiality obligations or restrictions by a third party, or (d) was independently developed by Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.

3.2. Protection. The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party's employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party's option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party's possession or under its control.

3.3. Compelled Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the access or disclosure.

4. OWNERSHIP

4.1. Company Property. Subject to the limited rights expressly granted to Customer hereunder, Company reserves and retains, and as between Company and Customer, Company exclusively owns, all rights, title, and interest in and to the Service, including all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein; as well as the Models. No rights are granted by Company hereunder other than as expressly set forth herein. If Customer or any Authorized User provides Company any feedback or suggestions regarding the Service, then Customer grants Company an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.

4.2. Customer Data. Customer shall own all right, title, and interest in and to the Customer Data. Subject to the limited licenses granted herein, Company acquires no right, title, or interest under this Agreement in or to any Customer Data.

4.3. Notwithstanding anything herein to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

5.1. General. Customer will pay Company the then applicable fees described in the Order for the Service in accordance with the terms herein (the "Fees"). If Customer's use of the Services requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon fifteen (15) days prior notice to Customer (which may be sent by email).

5.2. Customer authorizes Company to charge Payment Provider upon execution of this Agreement for Customer's Initial Term, and again at the beginning of any Renewal Term for the fees agreed upon. Customer charges may change if Company changes its pricing with notice to Customer. If Customer chooses to terminate this Agreement, Customer's subscription will no longer renew and Company will not charge Customer's payment provider for the subsequent Renewal Term. Upon renewal, if Company does not receive payment from Customer's Payment Provider, (a) Customer agrees to pay all amounts due on its account upon demand and/or (b) Customer agrees that Company may either terminate this Agreement or suspend Customer's access to its account and the Service and continue to attempt to charge Customer's Payment Provider until payment is received (upon receipt of payment, Customer's account will be re-activated).

5.3. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.

5.4. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.

6. TERM AND TERMINATION

6.1. Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Order, and shall be automatically renewed for additional periods of the same duration as the Initial Term (each, a "Renewal Term," and each Renewal Term together with the Initial Term, the "Term"), unless either party requests termination at least fifteen (15) days prior to the end of the then-current term.

6.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon seven (7) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. REPRESENTATIONS, WARRANTY AND DISCLAIMERS

7.1. Mutual Representations. Each Party represents that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (b) the execution, delivery, and performance of this Agreement are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

7.2. Company Warranties. Company warrants that: (a) the Service will perform materially in accordance with the applicable documentation and (b) Company will not materially decrease the functionality of the Service. If Company breaches any of the foregoing warranties in this Section, Customer's exclusive remedy and Company's entire liability will be the correction of the breach, or if Company cannot substantially correct the breach within a commercially reasonable amount of time, Customer may terminate this Agreement and Company will refund to Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination.

7.3. Customer Warranty. Customer warrants that it has obtained and will maintain all rights, consents, and permissions necessary for Customer to make available the Customer Data to Company for its use as contemplated herein.

7.4. DISCLAIMERS. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITY

8.1. By Company. Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Service is held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. This Section 8.1 states Company's sole liability, and Customer's exclusive remedy for any infringement claim.

8.2. By Customer. Customer agrees to indemnify, defend and hold Company, its affiliates, shareholders, directors, officers, employees, and agents harmless from and against any action, claim, liability, loss, or damage asserted against them by a third party, including reasonable costs and attorneys' fees arising out of or in connection with (i) Customer's breach of its representations and warranties herein; (ii) Customer's violation of the TCPA or the TCPA Requirements; (iii) Customer's (and/or its Authorized Users') unauthorized, illegal or fraudulent use of the Service; or (iv) any negligence or willful misconduct of the Customer or its Authorized Users, employees, or agents.

9. LIMITATION OF LIABILITY

9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS HEREIN, A BREACH OF A PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, OR IN CONNECTION WITH A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MISCELLANEOUS

10.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions.