Master Subscription Agreement

This Master Subscription Agreement is between Waystation AI, Inc., a Delaware corporation with offices at 2221 Broadway, Redwood City, CA 94063 ("Company"), and the customer identified on the applicable Order Form ("Customer").

1. Order Forms; access to the Service

Customer receives a nonexclusive, limited, personal, revocable, nonsublicensable, nontransferable right to use the Services internally per Order Form terms and official documentation during the applicable Order Form Term.

2. Support

Company provides support and maintenance per its support policy (Exhibit B). Customer is responsible for providing necessary cooperation, information, and system access.

3. Service updates

Company may provide upgrades, patches, and fixes without charge. Updates become part of the Services. Company retains discretion to modify the Services with commercially reasonable notice of major adverse changes.

4. Ownership; feedback

Company retains all intellectual property rights in the Services and Documentation. Customer grants Company a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use Customer feedback.

5. Fees; payment

Services Fees are invoiced annually in advance unless specified otherwise. Payments are due within 30 days in U.S. dollars. Past-due invoices accrue 1.5% monthly interest (or the maximum legal rate). Fees are non-refundable and not subject to set-off. Overage usage is billed at rates specified in the Order Form or at Company's standard rates.

6. Restrictions

Customer may not:

• Reverse engineer, modify, copy, or transfer rights to the Services.
• Use the Services for the benefit of a third party.
• Remove proprietary notices.
• Build competitive products.
• Interfere with the Service or bypass access controls.

Customer must comply with applicable laws and respect third-party intellectual property rights.

7. Customer Data; Supplier Discovery; Aggregated De-Identified Data

7.1 Definitions

• Customer Data — information provided or uploaded by Customer to the Service.
• Supplier Discovery — Service features helping Customer discover and evaluate suppliers.
• Non-Confidential Supplier & Business Information — publicly available or independently obtained supplier information (excludes non-public pricing, terms, volumes, specifications).
• Supplier Directory Data — non-confidential supplier information from public/third-party sources or Customer information that constitutes non-confidential data.
• Aggregated De-Identified Data — de-identified, non-linkable aggregate data from Customer's use of the Service.

7.2 Rights in Customer Data

Customer retains all rights in Customer Data and warrants having the necessary rights to provide that data without infringing third-party rights. Company uses commercially reasonable efforts to secure Customer Data but is not responsible for unauthorized access. Customer is responsible for controlling Service access.

7.3 Personal Information in Customer Data

Company processes personal information only for providing the Services. Company will not sell it and will not use it outside the scope of this Agreement.

7.4 Delinquency deletion

Customer Data may be irretrievably deleted if the account is 90+ days delinquent.

7.5 Company use of Customer Data; Aggregated De-Identified Data

Company may internally use Customer Data for providing the Services and generating Aggregated De-Identified Data. Company may freely use and disclose Aggregated De-Identified Data for business purposes.

7.6 Supplier Directory Data and Supplier Discovery sharing

Company may extract and disclose Supplier Directory Data — only non-confidential information — to Customer and other users. Supplier Directory Data is not Customer Confidential Information. Company retains rights in Supplier Directory Data compilations.

8. Confidentiality

Recipients must maintain Discloser's Confidential Information and prevent unauthorized disclosure. Confidential Information excludes publicly available information, third-party rightfully provided information, information in prior possession, independently developed information, Supplier Directory Data, and Non-Confidential Supplier & Business Information. Disclosure is permitted if legally required (with notice to Discloser when possible). Neither party discloses Agreement terms except to bona fide investors or acquirers.

9. Third party services

9.1 Customer's third-party integrations

Customer acknowledges the Service may operate with third-party APIs and services. Customer warrants having the necessary rights and indemnifies Company regarding Customer's third-party integrations. Company does not guarantee integration continuation or make warranties regarding third-party services.

9.2 Company's third-party providers

The Service may incorporate Company Third-Party Services. Customer's use is subject to Company Third-Party Terms (incorporated by reference), which Company may modify. Company makes no representations regarding third-party services.

10. Term; termination

The Agreement commences with the first Order Form and continues through all Order Form Terms. Order Form Terms begin on the effective date and continue for the initial specified term, then auto-renew annually unless either party provides 90-day non-renewal notice. For material breach, the non-breaching party provides written notice; the breaching party has 30 days to cure.

Company may suspend or limit access if: (i) the account is 60+ days past due, or (ii) Customer's use damages or degrades the Service. Company must use reasonable efforts to resolve before suspending and reinstate if Customer remediates within 30 days.

Surviving provisions include accrued obligations, ownership, feedback rights, Supplier Directory Data rights, Aggregated De-Identified Data rights, confidentiality, warranty disclaimers, indemnity, and liability limitations.

11. Indemnification

(i) Company indemnification. Company defends Customer against third-party claims that the Service infringes, violates, or misappropriates intellectual property rights — except regarding non-Company-created materials, Customer specifications, post-delivery modifications, combinations with non-Company products, continued infringing after notice, or non-compliant use.

(ii) Customer indemnification. Customer indemnifies Company against claims arising from (a) Company's Agreement-compliant use of Customer Data, or (b) patient injury or death from Customer actions.

(iii) Conditions. Indemnitee must provide prompt notice, allow indemnitor sole defense control, and provide reasonable assistance.

12. Disclaimer

Services are provided "AS IS" and "AS AVAILABLE" without warranties, express or implied, including merchantability and fitness for a particular purpose.

13. Limitation of liability

Except for indemnification obligations and Customer's Section 6 breaches, neither party is liable for lost profits, data loss, special/indirect/consequential damages, or direct damages exceeding the 12-month Services Fees paid.

14. Marketing

Company may reference Customer in customer lists and public domain discussions. Company may issue a press release upon Agreement signing with Customer's prior written approval (not unreasonably withheld). Customer agrees to serve as a reference and participate in case studies and one trade show or marketing event upon reasonable request.

15. Miscellaneous

The Agreement represents the entire agreement and supersedes prior communications. Order Forms control over conflicting general terms. The Agreement is governed by California law, excluding the UN Convention on International Sale of Goods.

Notices must be written and delivered personally, by certified mail, facsimile, email, or overnight delivery to the addresses on the Order Form. Amendments require written execution by both parties. Neither party is liable for failures from causes beyond reasonable control (acts of God, war, terrorism, government action). Neither party assigns without consent, except to successors-in-interest with substantially related business or Company subcontractors. The prevailing party recovers costs and attorneys' fees. Unenforceable provisions are reformed to the minimum extent necessary. Non-enforcement does not constitute waiver.