EULA

Effective Date: May 21, 2026

IMPORTANT: PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY. THIS EULA IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND STEELHEAD PERTAINING TO YOUR ACCESS AND USE OF STEELHEAD’S SERVICES (INCLUDING THE PORTAL, DOCUMENTATION, AND THE SERVICES) MADE AVAILABLE TO USERS BY STEELHEAD VIA THE STEELHEAD SITE OR ANY OTHER MEANS. UNLESS OTHERWISE SPECIFIED, ALL CAPITALIZED TERMS SHALL HAVE THE MEANINGS SET FORTH IN THIS EULA.

BY ENTERING INTO THIS EULA, YOU MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS EULA CONTAINS PROVISIONS PROVIDING FOR WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW, WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS AND WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION SUIT, AND OTHER PROVISIONS THAT LIMIT STEELHEAD’S LIABILITY TO YOU.

1.     Electronic Signature Consent; Acceptance

The products and services offered by Steelhead through the Portal are made available to you from Steelhead on the express condition that you accept, without modification, and abide by each term and condition of this EULA. Your access to and use of Steelhead’s products and services is conditioned upon your continued compliance with each term and condition of this EULA. By clicking “I agree to the End-User License Agreement”, you accept and agree to be bound by the terms and conditions set forth in this EULA, you agree to conduct each transaction by electronic means, and Steelhead and you hereby state that electronic signatures shall have the same force and effect as an original signature with respect to this EULA and all written agreements entered into between you and Steelhead. If you do not agree with these terms and conditions, you must decline, and you may not access and use the products and services offered by Steelhead.

2.     User Account

2.1     Access to the Portal or the Service by you will require an Account to be first established and activated. You may sign up for an Account by completing the online forms and steps required by Steelhead, including reading and agreeing to abide by the terms of this EULA, the Privacy Policy and any additional terms set forth on the account set up page(s). Steelhead reserves the right to decline to activate an Account for any person for any reason. If your Account is activated, you will be permitted to log in and use the features of the Services for which you have been authorized.

2.2     You are liable and responsible for all activity occurring under your Account and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical data or Personal Information. You shall: (i) notify Steelhead immediately in writing of any unauthorized use of any password or Account or any other known or suspected breach of security; (ii) report to Steelhead immediately and use reasonable efforts to stop immediately any unauthorized access or use that is known or suspected by you; and (iii) not impersonate another Steelhead User or misrepresent affiliation or provide false identity information to gain access to or use of the Services. You will not share access credentials for the Services, or otherwise access and use the Portal beyond the scope of the authorization granted by Steelhead.

2.3     In addition, you are solely and exclusively responsible for how you use information provided through the Services. Certain information included in the Services will be provided by parties other than Steelhead, and Steelhead has no responsibility for that information and does not verify its accuracy or completeness. Such information does not substitute for your independent verification, knowledge, judgment or decisions, all of which are your sole responsibility, even if information provided by the Services is inaccurate or incomplete.

2.4     In consideration of your access and use of the Services, you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by Steelhead’s account set up pages; and (ii) maintain and promptly update such account information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such account information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your Account and refuse any and all current or future use of the Service.

2.5     You must be 18 years of age, or the age of majority in your state, to set up an account and utilize the Services. Individuals under the age of 18, or applicable age of majority, may not access or use the Services.

3.     Access

Access and use of the Services and Portal are made available by Steelhead to you if you are designated as an authorized User of a Client. You may be granted access to the Portal by several Clients. Your access and use of the portal will be to the extent authorized by each specific Client.

4.     Privacy Disclosure

The Privacy Policy is part of this EULA, and is incorporated by reference, and Steelhead reserves the right to modify its privacy statement in its reasonable discretion from time to time. Since the Services are hosted online, Steelhead occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

5.     License Grant; Restrictions on Use

5.1     Subject to all terms and conditions of this EULA, Steelhead grants to you a personal, revocable, non-transferable, non-sublicensable, non-exclusive license to access and use the Services in accordance with the Documentation for your own internal business purposes. Notwithstanding anything to the contrary in this EULA, in no event shall you be entitled to access, use, have disclosed or otherwise obtain any copies of the source code for the Services, and Steelhead has not, and will not, be obligated to disclose or provide in escrow, outright or otherwise, any such source code to you or any third party.

5.2     You shall not, and shall not permit any third party to, access or use the Services or Documentation except as expressly permitted by this EULA and, in the case of Third-Party Integrations, the applicable Third-Party Terms. For purposes of clarity and without limiting the generality of the foregoing, you shall not, directly or indirectly, except as this EULA expressly permits: (i) 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; (ii) modify, translate, or create derivative works or improvements based on the Services, Documentation, or any software (except to the extent expressly permitted by Steelhead or authorized within the Services); (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Documentation to any third party, including on or in connection with the internet or any timesharing, software as a service, cloud, service bureau, or other technology or service; (iv) bypass or breach any security device or protection used by the Services or Documentation; (v) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus or other harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Steelhead’s systems, or Steelhead’s provision of services to any third party, in whole or in part; (vii) remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Documentation, including any copy thereof; (viii) access or use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (ix) access or use the Services or Documentation for purposes of competitive analysis of the Services or Documentation, the development, provision, or use of a competing software service or product or any other purpose that is to Steelhead’s detriment or commercial disadvantage; (x) use any data obtained from the Services to train, fine-tune or otherwise develop any artificial intelligence or machine learning models without Steelhead’s prior written consent; (xi) use any automated tool, such as a robot, spider, or scraper, to access, interact with, or extract data from the Services without Steelhead’s prior written consent; (xii) publish or disclose to any third party any performance data or benchmarks relating to the Services without Steelhead’s prior written consent; or (xiii) otherwise access or use the Services or Documentation beyond the scope of the authorization granted under this Section. If you become aware of any actual or threatened activity prohibited by this Section, you shall immediately: (a) take all reasonable and lawful measures within your respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Documentation and permanently erasing from your systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Steelhead of any such actual or threatened activity.

5.3     Further, you may not remove or export or allow the export or re-export of the Services, software 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 DFARS 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.

5.4     You may not access the Services if you are employed by a direct competitor of Steelhead or engaged in the design, development or marketing of similar products or services, except with Steelhead’s prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance, functionality, or for any other benchmarking, competitive analysis or other competitive purposes or otherwise publish or disclose to any third party any performance data, benchmarks, or results of any testing or evaluation of the Services without Steelhead’s prior written consent.

5.5     The license granted under this EULA is personal to you as an individual User and cannot be shared or used by more than one individual User. If you are an authorized User of a Client, your Account may be transferred during the permitted period of use by you to a new User who is replacing you if you have terminated employment or otherwise changed job status or function and you will no longer use the Service for the benefit of a Client. Any transfer not in compliance with the foregoing may cause your and the transferee’s use of the Services to be terminated immediately or otherwise at Steelhead’s sole discretion.

5.6     You may use the Services only for the purposes permitted in the EULA and you shall not or assist any person or entity to: (i) send unsolicited messages (commercial or otherwise) or spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or of any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (v) attempt to gain unauthorized access to the Services or its related systems or networks; or (vi) transmit any material that may infringe the Intellectual Property Rights or other rights of third parties, including trademarks, copyrights, trade secrets or any rights of publicity and privacy.

5.7     You represent, covenant, and warrant that you will use the Services only in compliance with Steelhead’s standard published policies then in effect (the “Policy”), and all applicable laws and regulations. You further represent, covenant, and warrant that you shall only provide Steelhead User Data in accordance with applicable law, and that Steelhead’s use of the User Data in accordance with this Agreement will not violate applicable law. You hereby agree to indemnify and hold harmless Steelhead against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from your use of Services in violation of the Policy, this EULA, or applicable law and regulations. Although Steelhead has no obligation to monitor your use of the Services, Steelhead may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

5.8     You hereby grant Steelhead and/or its agent the right to audit your use of the Services pursuant to this EULA and all books and financial records related to such use. If so requested by Steelhead, you will conduct a self-audit of your use of the Services, provide such audit results to Steelhead, and certify in writing to Steelhead your compliance with this EULA. You further authorize Steelhead to collect usage information to facilitate compliance and to perform services related to the Services.

5.9     No additional or different rights are granted to you, either expressly or by implication. Steelhead retains all rights not expressly granted to you, and nothing in this EULA constitutes a waiver of Steelhead’s rights under copyright laws or any other federal or state law or treaty.

6.     Termination

You may cancel your Account and your license to the Services at any time by providing written notice to Steelhead. This EULA also will terminate automatically upon Steelhead’s written notice if you fail to comply with any term or condition of this EULA, or there is any unauthorized use of your Account, your password, or the Services. Steelhead reserves the right to terminate this EULA if the Order Form between you (or a Client if you are an authorized User thereunder) and Steelhead is expired or terminated for any reason. Steelhead may terminate this EULA immediately upon notice to you at any time, for any reason or no reason, in its sole and absolute discretion. If either party goes into receivership, bankruptcy, or insolvency, or makes an assignment for the benefit of creditors, or ceases business operations, this EULA shall be immediately terminable by the other party by written notice, but without prejudice to any rights of the terminating party hereunder, such termination to be effective as of one (1) day prior to such event. You agree and acknowledge that Steelhead has no obligation to retain the User Data and may delete such User Data at any time after termination of this EULA for any reason. Immediately upon any termination of this EULA for any reason, the licenses granted under Section 5 of this EULA terminate, and all rights revert in their entirety to Steelhead, its successors and assigns. You agree upon termination to immediately return or destroy all copies of the Documentation in your possession or control. All rights and obligations set forth in this EULA that by their nature are intended to survive termination (including without limitation confidentiality obligations and intellectual property) shall survive termination for any reason.

7.     User Data

7.1     Steelhead does not own any User Data processed in the Services or hosted on the Portal and you are responsible for data migration and backing up all such User Data. User acknowledges and agrees that by uploading any User Data to the Portal, to the extent such User is not a Client, such User Data shall be deemed User Data of the Client who provided access to the Portal to such User (“Client Data”) and all such Client Data shall be subject to the terms and conditions governing the commercial relationship between Steelhead and such Client. You hereby unconditionally and irrevocably assign to such Client your entire right, title, and interest in and to any intellectual property rights that you may have or retain in or relating to any of the Client Data (including any rights in derivative works or patent improvements relating thereto), whether acquired by operation of law, contract, assignment, or otherwise. You acknowledge that the Services do not operate as an archive or file storage service. You are solely responsible for the backup of User Data. You represent and warrant that you own or have obtained the rights to all of the rights subsisting in the User Data and you have the right to provide, as applicable: (i) Steelhead the license granted herein to use such User Data in accordance with this EULA, or (ii) Client the ownership granted herein of such Client Data in accordance with this EULA. You shall have sole responsibility for the reliability, integrity, accuracy and quality of the User Data and expressly release Steelhead from any and all liability arising from Steelhead’s use of the User Data as permitted in this EULA. Additionally, Steelhead shall not be liable for any damages arising from unauthorized access to User Data due to your failure to implement appropriate security measures or due to third-party’s breach of its security obligations.

7.2     Subject to the confidentiality obligations herein, you hereby grant Steelhead a royalty-free, fully-paid, irrevocable, non-exclusive, transferable, sub-licensable license to use, process, display, copy and store User Data that is not also Client Data in order to: (i) provide the Services; (ii) to administer and make improvements to the Services or any other service or product of Steelhead; (iii) to the extent permitted by applicable law, collect, create, and analyze Aggregated Data; (iv) develop new products and services; (v) train, tune, and improve artificial intelligence and machine learning models, including the use of Aggregated Data; and (vi) any lawful commercial purposes or general business operations, other than the sharing or sale of User Data. Steelhead owns all right, title, and interest in such Aggregated Data and AI models and shall be permitted to use the Aggregated Data for any lawful purpose.

7.3     Notwithstanding the generality of the foregoing license, with respect to any User Data which is Personal Information, Steelhead will process User Data in accordance with applicable Privacy and Data Protection Requirements and its Privacy Policy.

7.4     If elected as part of the Services, certain features and functionality of the Portal may require the sharing and disclosure of User Data only for the purpose of delivering Services and not for any purpose other than those specified in this EULA and only to the extent not inconsistent with Privacy and Data Protection Requirements or Steelhead’s Privacy Policy. You hereby consent and agree to the sharing and disclosure of User Data by Steelhead and its service providers in the performance of the Services. You further agree to not use the Services to create, store, or distribute any User Data that is unlawful, fraudulent, defamatory, harassing, threatening, or that violates any third-party rights.

8.     Usage Data

Steelhead shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and Steelhead will be free to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Steelhead offerings, (ii) to train artificial intelligence, and (iii) disclose such data solely in aggregate or other anonymized form in connection with its business (collectively, the “Usage Data”). Steelhead shall own the Usage Data and shall be permitted to use the Usage Data for any lawful purpose. No rights or licenses are granted except as expressly set forth herein.

9.     Intellectual Property Ownership; Confidentiality

9.1     Steelhead (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to (i) the Services including without limitation all source and object code, specifications, designs, processes, techniques, improvements, discoveries and inventions, including without limitation any modifications, improvements or derivative works thereof and all works of authorship created, invented, reduced to practice, authored, developed, or delivered by Steelhead or any third-party, either solely or jointly with others, including without limitation all copies and portions thereto, whether made by or under the direction of Steelhead, (ii) the Steelhead Technology, and (iii) the Usage Data. Any modifications, improvements, enhancements, alterations, customizations or derivative works of any of the foregoing, whether authorized or not, made by you or a third party shall be the sole and exclusive property of Steelhead and you hereby assign all of your right, title and interest therein to Steelhead. You may (but are not obligated to) provide suggestions, comments, recommendations, or other feedback to Steelhead relating to the Services, or any other Steelhead offerings (collectively, “Feedback”). You hereby grant to Steelhead a perpetual, irrevocable, non-exclusive, royalty-free and fully paid, sublicensable (through multiple tiers), transferable, worldwide license to use, reproduce, modify, distribute, and create derivative works of Feedback for any purpose, including but not limited to the purpose of: (A) providing the Services; (B) improving, maintaining and supporting Steelhead’s products and services; (C) developing new products and services; (D) training, tuning, and improving artificial intelligence and machine learning models and (E) any lawful commercial purposes or general business operations, other than the sharing or sale of personal data. Steelhead has the right, but not the obligation, to use Feedback in any way without attribution, accounting, compensation, or other obligation to you. You acknowledge that any Feedback is provided voluntarily and without expectation of compensation or confidential treatment. The Steelhead Technology and Services are protected by the United States copyright and intellectual property laws, regulations, ordinances and international treaties. You agree to use best efforts and take all reasonable steps to protect the Steelhead Technology and Services from unauthorized use, disclosure or distribution. This EULA does not convey to you any rights of ownership in or related to the Services, the Steelhead Technology, or the Intellectual Property Rights owned by Steelhead. The Steelhead name, the Steelhead logo, and the product names associated with the Services are trademarks of Steelhead or third parties, and no right or license is granted to use them.

9.2     You acknowledge that (i) the Services and certain features of the Portal may contain (or permit access and use of) Third-Party Integrations or may require your use of Third-Party Integrations in order for the Services (or any feature or functionality) to be accessed, used and/or operated, and (ii) Steelhead has no proprietary interest in such Third-Party Integrations, and as such, cannot grant you a license to use such Third-Party Integrations. Your use of any Third-Party Integrations shall remain subject to the applicable Third-Party Terms at all times. By accessing and using such Third-Party Integrations, you acknowledge and agree to fully comply with the applicable Third-Party Terms, as if set forth in full herein. STEELHEAD AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATION AS TO THIRD-PARTY INTEGRATIONS (INCLUDING QUIET ENJOYMENT AND NON-INFRINGEMENT) AND FURTHER DISCLAIM ANY AND ALL LIABILITY FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM YOUR USE OR DISTRIBUTION THEREOF (INCLUDING INFRINGEMENT INDEMNIFICATION). STEELHEAD IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY THIRD-PARTY INTEGRATIONS UNLESS EXPRESSLY AGREED TO IN WRITING BY STEELHEAD UNDER A SEPARATE AGREEMENT. YOU FURTHER AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND STEELHEAD, ITS LICENSORS, PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS AGAINST ANY CLAIMS OR LAWSUITS, INCLUDING ATTORNEYS’ FEES, THAT ARISE OR RESULT FROM YOUR USE OR DISTRIBUTION OF SUCH THIRD-PARTY INTEGRATIONS OR YOUR BREACH OF ANY THIRD-PARTY TERMS.

9.3     From time to time, whether prior to or during the term of this EULA, Steelhead may disclose or make available to you information about its business, products, product updates or enhancements, business or product plans, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”), and which shall expressly include the Steelhead Technology and the Services. The Confidential Information is vital to the business of Steelhead and its value depends upon it not being generally known. You will employ all reasonable steps to protect such Confidential Information from unauthorized or inadvertent use, dissemination or disclosure. You agree to hold the Confidential Information in strict confidence and take all necessary steps to ensure that access is not provided to any person or entity other than you and, if applicable, your bona fide employees or agents who reasonably require such access in order for you to use the Services, provided each of the foregoing are legally obligated to protect the Confidential Information from unauthorized use, dissemination and disclosure. You are liable and responsible for any actions of such parties that may result in unauthorized use, dissemination and disclosure of Confidential Information. The foregoing obligations of non-disclosure are effective as of the date such Confidential Information is first disclosed, and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this EULA for as long as such Confidential Information remains subject to trade secret protection under applicable law.

10.     Violations; Specific Performance

In addition to any and all remedies at law or in equity, any violation of Steelhead’s Intellectual Property Rights shall give Steelhead the right to immediately suspend or cancel the Service or your Account without further liability and without regard to any term and condition of the EULA. You hereby agree that, if the terms of this EULA are not specifically enforced, Steelhead will be irreparably damaged, and therefore you agree that Steelhead shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect any breach(es) of this EULA, in addition to any other remedies available at law or in equity.

11.     Artificial Intelligence

11.1     Use of the Portal, or certain portions thereof, may involve aspects of artificial intelligence and machine learning (the “AI Products”). The AI Products may allow you to submit text, data, documents, information, voice, files (e.g. Excel, Word, PDF, digital or audio/visual) and/or image inputs or prompts (collectively, “Inputs”) and converse with an online computer-powered chatbot. You understand and agree that Steelhead does not claim ownership of Inputs, or any other content you provide, post, input, or submit to, or receive from, AI Products. The quality, accuracy, and completeness of any AI Output is highly dependent on many factors, including the nature and quality of the Inputs used to generate the AI Outputs. Steelhead cannot and does not guarantee the generation of AI Outputs by any AI Products. You acknowledge and agree that AI Outputs from the AI Products are created based on patterns, data, and instructions provided to the AI Products, which may result, in the possibility that AI Outputs may resemble or be identical to AI Outputs provided to others using the AI Products, and you must make your own determination regarding the Intellectual Property Rights, if any, that you may have in any AI Output and its commercial usability.

11.2     To the maximum extent permitted by law, Steelhead shall have no liability to you with respect to the Inputs and/or any answer, suggestion, recommendation, communication, action, result or any other output created or action taken by the AI Products (collectively, “AI Output”), including, without limitation, liability with respect to: (i) any information (including confidential information) contained in or apparent from any Input and/or the AI Output or your reliance thereon; or (ii) any claims or actions (including violation, misappropriation or infringement of Intellectual Property Rights or personal rights) made or alleged by a third party in relation to or in connection with the Inputs and/or AI Output. You warrant, represent and covenant that: (a) you own or have a valid and enforceable license or appropriate basis and all the necessary rights to use, submit or transmit all of the Inputs and use the AI Products; (b) that no Inputs or resulting AI Output infringes, misappropriates or violates, or will infringe, misappropriate or violate, the rights (including, without limitation, any copyrights or other Intellectual Property Rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; and (c) you shall not disseminate or distribute the Inputs or AI Output in breach of any applicable law or any Intellectual Property Rights or other rights of any person or entity (including Steelhead).

11.3     To the extent you choose to use AI Products and submit, upload, or otherwise make available Personal Information or other information in Inputs submitted for processing in such features, you are solely responsible for ensuring that all required notices, permissions, and valid consents have been obtained from applicable individuals in accordance with all applicable data protection and privacy laws and regulations. You represent and warrant that you have the lawful right to provide such Personal Information for processing through the AI Products.

11.4     You acknowledge and agree that Steelhead does not control the data submitted by Users and shall have no responsibility or liability for any failure by you to obtain the legally required consents, authorizations, or other lawful bases for processing Personal Information in connection with the use of AI Products. To the fullest extent permitted by law, you agree that you, and not Steelhead, are solely liable for any claims, damages, penalties, or regulatory actions arising from or related to the submission or processing of Personal Information through AI Products without the required legal permissions or consents.

11.5     Notwithstanding anything to the contrary, you hereby grant Steelhead and its affiliates a worldwide, non-exclusive, royalty-free, paid-up, irrevocable, transferrable, and sublicensable right and license to copy, process, display, transmit, publish, distribute, create derivative works of, modify, adapt, and otherwise use Inputs and AI Output (in any media, now known or hereafter developed): (i) during the term of this EULA, for the purpose of providing the Services under this EULA (such as providing, administering, and maintaining the AI Products); and (ii) on a perpetual basis for the purpose of (a) generally improving the Service or the AI Products; (b) modifying and enhancing the AI Products and Steelhead’s products and services, including training, tuning and improving artificial intelligence and machine learning models; (c) developing new products and services (such as developing new features and functionalities); and (d) any lawful commercial purposes or general business operation purposes, provided that the Inputs are anonymized, de-identified or pseudonymized.

11.6     Your use of any AI Products are at your own risk. You acknowledge and agree that artificial intelligence and machine learning are rapidly evolving fields, and that use of the AI Products may in some situations result in incorrect, incomplete, non-compliant, offensive, inappropriate, or misleading AI Outputs and that the AI Outputs may derive from a variety of sources (including, third-party AI tools and providers). All AI Outputs are for information purposes only, and Steelhead is not responsible for any errors or omissions in any AI Outputs. You are solely responsible for reviewing, editing, verifying, and approving all AI Outputs prior to use, and for ensuring such content complies with all applicable laws. You should not rely on any AI Output for legal, professional, regulatory, compliance, or other purposes without independently verifying the applicability and suitability of those AI Outputs to your intended use. You will not mislead anyone as to the origin of any AI Outputs, including that any AI Output was human generated.

12.     Indemnification

You shall indemnify, defend and hold harmless Steelhead, its licensors, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the User Data infringes the rights of, or has caused harm to, a third party; (ii) a violation by you of your representations and warranties; (iii) a claim arising from the breach by you of this EULA; (iv) any claim arising from the Inputs, including any claim that such Inputs infringe, misappropriate, or otherwise violate any third party’s rights, (v) any claim arising from your use, distribution, or disclosure of AI Outputs, including any third-party claim arising from reliance on such AI Outputs; (vi) a claim resulting from your gross negligence or willful misconduct; or (vii) your failure to comply with applicable law. In any such case, Steelhead shall (a) give written notice of the claim promptly to you; (b) give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Steelhead of all liability and such settlement does not affect Steelhead’s business or Service); (c) provide to you all available information and reasonable assistance at your expense; and (d) not have already compromised or settled such claim.

13.     Disclaimer of Warranties

STEELHEAD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE STEELHEAD TECHNOLOGY OR THE SERVICES. STEELHEAD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICES (OR ANY COMPONENT THEREOF) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICES WILL MEET ANY USER REQUIREMENTS OR EXPECTATIONS, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iv) ERRORS OR DEFECTS WILL BE CORRECTED, OR (v) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE STEELHEAD TECHNOLOGY AND THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY STEELHEAD AND ITS LICENSORS.

14.     Internet Delays

YOU ACKNOWLEDGE AND AGREE THAT STEELHEAD HAS NO CONTROL OVER ACCESS TO, OR THE FUNCTIONING OF, THE INTERNET. STEELHEAD’S SERVICES MAY BE SUBJECT TO UNAVAILABILITY, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. STEELHEAD IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

15.     Limitation of Liability

IN NO EVENT SHALL STEELHEAD AND/OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM. IN NO EVENT SHALL STEELHEAD’S AGGREGATE LIABILITY EXCEED $100 USD. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so some or all of the exclusions set forth above may not apply to you; in such cases, Steelhead’s liability shall be limited to the greatest extent permitted under applicable law. Without limiting anything in this EULA, you agree that in no event will Steelhead be liable or responsible to you for, and you waive any rights you may have to, claims, costs, damages, losses, liabilities or expenses arising out of any services, Portals, systems or applications of any third party or any products, services or information provided by any third party, even if included in or accessed through the Services.

16.     Modifications

Steelhead reserves the right to modify the terms and conditions of this EULA or its policies and procedures relating to the Services at any time, including without limitation by posting revised terms in the Portal or the Steelhead Site (which shall constitute reasonable notice), and any changes to this EULA will be binding on you upon posting. You are responsible for regularly checking for updates to this EULA. Continued use of the Services after any such changes shall constitute your consent to such changes.

17.     Assignment; Change in Control

This EULA may not be assigned by you without the prior written approval of Steelhead, but this EULA may be assigned without your consent by Steelhead to: (i) a parent, affiliate or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger or acquisition. Any purported assignment in violation of this Section shall be void.

18.     Jurisdiction and Venue

This EULA shall be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware, and the applicable federal laws and international treaties of the United States of America. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Except for claims seeking injunctive relief for which court relief may be sought, the parties shall arbitrate any dispute resulting from or arising as a result of this EULA. Any such arbitration shall be binding, in accordance with the commercial rules of the American Arbitration Association (“AAA”). Any such arbitration shall be held in the State of Michigan and directed by the AAA. Notwithstanding the foregoing or the then-current specified commercial rules of the AAA, the following shall apply with respect to the arbitration proceeding: (i) the arbitration proceedings shall be conducted by one (1) arbitrator selected by the parties, provided, if the parties fail to make such designation within five (5) days after receipt by the AAA of the demand for arbitration, the AAA shall make the appointment in its sole discretion (provided such arbitrator shall have experience and knowledge of software and service bureau transactions), and (ii) the existence, subject, evidence, proceedings and rulings resulting from the arbitration proceedings shall be deemed Confidential Information, and shall not be disclosed by either party, their representatives, or the arbitrator except: (a) to the professional advisors of each of the parties; (b) in connection with a public offering of securities of either of the parties; (c) as ordered by any court of competent jurisdiction; or (d) as required to comply with any applicable governmental statute or regulation. YOU HEREBY WAIVE YOUR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS EULA, OR THE SUBJECT MATTER HEREOF. By entering into this Agreement, you agree that any dispute, claim, or controversy arising out of or relating to the Services or this EULA, including their interpretation, breach, or enforcement, or any transaction or relationship arising from it (collectively, “Disputes”), shall be resolved on an individual basis only. You expressly waive the right to bring, participate in, or join any class, collective, or representative action against Steelhead. The parties agree that the arbitrator, appointed pursuant to this Section has no authority to consolidate claims or conduct class-wide arbitration and claims for Disputes may only be brought individually. BY AGREEING TO THIS AGREEMENT YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW, WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS AND WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION SUIT. THE SCOPE OF THE FOREGOING WAIVERS ARE INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS EULA, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. YOU FURTHER WARRANT AND REPRESENT THAT YOU HAVE HAD THE OPPORTUNITY TO REVIEW THIS WAIVER WITH YOUR LEGAL COUNSEL.

19.     Definitions

19.1     “Account” means each user access account set up by Steelhead for its provision of the Services or access to the Portal. If you are an authorized User of a Client, then your Account will be associated with such Client under the Order Form entered into by such Client.

19.2     “Aggregated Data” means User Data that has been processed to remove or obscure identifying information such that it does not reasonably identify a particular individual or entity, including data that has been aggregated and/or anonymized.

19.3     “Client” means the corporate organization for whom a User may be designated as an authorized User under the Order Form entered into by the corporate organization and Steelhead or directly by the corporate organization.

19.4     “Documentation” means any associated media, manuals, printed materials and “online” or other electronic or written documentation made available via the Steelhead Site with respect to the Services or the Portal.

19.5     “Effective Date” means the earlier of either the date this EULA is accepted by selecting the “I Accept” option presented on the screen after this EULA is displayed or the date you begin using the Services.

19.6     “EULA” means collectively, this EULA and any materials available on the Steelhead Site specifically incorporated by reference herein, as such materials, including the terms of this EULA, may be updated by Steelhead from time to time in its sole discretion and made available at https://gosteelhead.com/eula.

19.7     “Intellectual Property Rights” means inventions, patent applications, patents, design rights, copyrights, works of authorship, trademarks, service marks, trade names, domain name rights, mask work rights, data and database rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, including all rights of priority and rights to sue for past, present and future damages and right to collect proceeds and royalties.

19.8     “Order Form(s)” means the initial form evidencing the subscription for the Services and any subsequent forms submitted online (including without limitation, order center submission or click-thru or click-to-consent activation), in written form, or over the phone, specifying, among other things, the products and services contracted for, the applicable subscription and subscription fees, the billing period, and other charges as agreed upon by Steelhead and a Client.

19.9     “Personal Information” means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked to, directly or indirectly, a natural person.

19.10     “Portal” means, collectively, Steelhead’s current and future proprietary portals made available to Users for access and use by Users of the Services.

19.11     “Privacy and Data Protection Requirements” means all applicable federal, state, and foreign laws and regulations relating to the processing, protection, or privacy of Personal Information, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction.

19.12     “Privacy Policy” means Steelhead’s privacy policy, posted on the Steelhead Site, as may be published and amended from time to time by Steelhead. The Privacy Policy may be viewed at https://gosteelhead.com/privacy-policy.

19.13     “Service(s)” means collectively, the specific features and functionalities available in the then current version of Steelhead’s Portal and to which you are being granted access pursuant to this EULA and any applicable Order Form, in each case developed, operated, and maintained by Steelhead.

19.14     “Steelhead” means Steelhead Technologies, Inc.

19.15     “Steelhead Site” means the website, including all web pages, portals and Steelhead-controlled links, located at https://app.gosteelhead.com/Portals, or any other URL, IP address, or mobile application provided to you by Steelhead, to which you are being granted access under this EULA.

19.16     “Steelhead Technology” means the software, algorithms, machine learning and artificial intelligence models, documentation, tools, APIs, deliverables, and any and all related and underlying technology, infrastructure, and intellectual property in any Steelhead offerings, including all derivative works, modifications, improvements, and enhancements of any of the foregoing. Steelhead Technology shall include all proprietary technology licensed by Steelhead from any of its subsidiaries or third parties, and integrated for use in the Services, to the extent you are provided access and use in connection with the Services.

19.17     “Third-Party Integrations” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with the Services, and may be procured or used by User.

19.18     “Third-Party Terms” means all necessary consents, legal terms, end user license agreements and/or sublicenses from a third party in connection with the Third-Party Integrations.

19.19     “User(s)” means an authorized user of the Services or the Portal that has registered and secured a user identification and password solely for his or her personal use.

19.20     “User Data” means any data, information or material provided or submitted by you to the Services and/or the Portal in the course of using the Services, including Client Data.

19.21     “You” means the individual who activates an Account subject to this EULA.

20.     Miscellaneous

This EULA has been written in the English language. This EULA shall be interpreted in accordance with the commonly understood meaning of the words and phrases in the United States of America. You waive any rights that you may have under the laws of your country for this EULA to be written in the language of that country. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this EULA. If any provision of this EULA is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Steelhead as a result of this EULA or use of the Services. The failure of Steelhead to enforce any right or provision in this EULA shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Steelhead in writing. This EULA and any documents incorporated by reference into this EULA comprise the entire agreement between you and Steelhead and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Steelhead’s routine communications regarding the Service and any legal notices will be sent by email or posted to the Portal, to the individual(s) designated in your Account. Notices are deemed received as of the date delivered or posted, or if that date does not fall on a business day, as of the beginning of the first business day following the date delivered or posted.

21.     Questions or Additional Information

If you have questions regarding this EULA or wish to obtain additional information, please contact Steelhead via support ticket at support@gosteelhead.com.