Terms and Conditions

MASTER SERVICES AGREEMENT

KartaSoft (Global) – SaaS and Insights-as-a-Service

Standard Website Terms

Updated February 23, 2026

STANDARD TERMS NOTICE

These terms represent KartaSoft’s standard baseline terms for the provision of Services.

Commercial terms, service scope, pricing, and risk allocation may be modified by written agreement between the parties, including in an Order Form, Master Services Agreement, or other executed commercial agreement.

This Agreement is published for informational purposes and applies only where Services are purchased, ordered, or used by a Customer. Publication of this Agreement does not constitute an offer to provide Services.

1. PARTIES AND CONTRACTING ENTITY

This Agreement is between the Customer and the applicable KartaSoft contracting entity identified in an Order Form, invoice, or written confirmation ('KartaSoft').

KartaSoft may be either

(a) Karta Software Inc., a Delaware corporation, or

(b) Karta Software Pty Ltd (Australia).

Each entity acts only with respect to Services it provides.

2. ACCEPTANCE AND BINDING EFFECT

This Agreement becomes binding upon the earliest of:

(a) execution of an Order Form;

(b) electronic acceptance;

(c) Customer authorizing commencement of Services (including verbal instruction confirmed in writing by KartaSoft);

(d) Customer accessing or using the Services; or

(e) payment of any Fees.

If Customer verbally authorizes Services and KartaSoft confirms in writing, authorization is deemed accepted unless Customer objects within five (5) business days.

If Services commence at Customer’s request, Fees are payable even if no Order Form has been executed.

3. ORDER OF PRECEDENCE

In the event of conflict:

(1) Executed Order Form;

(2) this Agreement;

(3) Documentation.

4. SERVICES

KartaSoft provides hosted analytics platforms and related advisory services delivering probabilistic risk insights derived from Physics-Informed AI methodologies.

Services may include anomaly detection, predictive analytics, risk scoring, modeling outputs, reporting, and related advisory insights.

5. ADVISORY NATURE OF SERVICES

The Services are advisory and informational only.

The Platform does not control, operate, or modify physical assets, industrial control systems, safety instrumented systems, or operational infrastructure.

Customer retains sole responsibility for operational, engineering, safety, regulatory, and compliance decisions.

The Services do not replace integrity management programs or regulatory compliance systems.

6. SYSTEM ARCHITECTURE AND CONTROL LIMITATIONS

The Platform operates in a read-only configuration with respect to Customer systems and:

Does not issue commands to field equipment

Does not modify SCADA configurations

Does not override alarms

Does not alter operating parameters

Does not interface with safety instrumented systems

Does not trigger automated physical actions

All operational actions remain under Customer control.

7. CUSTOMER RESPONSIBILITIES

Customer shall provide accurate data, maintain its own safety systems, independently evaluate outputs, and comply with applicable laws.

Customer acknowledges the Services are supplemental analytical tools.

8. FEES AND PAYMENT

Fees are as specified in the applicable Order Form or invoice.

Payment terms are Net 30 days unless otherwise stated. Late payments accrue interest at 1.5% per month or the maximum lawful rate.

KartaSoft may suspend Services for non-payment, breach, security risk, legal compliance concerns, or misuse of the Services.

Fees are non-refundable unless expressly agreed.

8.1 ANNUAL FEE ADJUSTMENT (CPI)

Unless otherwise stated in an executed Order Form, KartaSoft may adjust recurring Fees annually on each anniversary of the Effective Date.

Adjustments shall not exceed the greater of

(i) three percent (3%) per annum; or

(ii) the percentage increase in the applicable Consumer Price Index measured over the preceding twelve (12) months.

Adjustments apply automatically upon thirty (30) days’ prior written notice.

9. INTELLECTUAL PROPERTY

KartaSoft retains all intellectual property rights in the Platform and related materials.

Customer retains ownership of Customer Data and grants KartaSoft a license to host, process, analyze, and transmit such data to provide the Services.

KartaSoft may use aggregated and anonymized data to improve Services.

10. CONFIDENTIALITY

Each party shall protect Confidential Information using commercially reasonable measures and not disclose it except as permitted under this Agreement.

11. DATA SECURITY

KartaSoft will implement commercially reasonable administrative, technical, and physical safeguards. No system is guaranteed secure.

KartaSoft is not responsible for inaccuracies in Customer-provided or third-party data sources.

12. WARRANTIES

Services will be performed in a commercially reasonable manner.

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED 'AS IS.'

KartaSoft does not warrant detection of all anomalies or risks.

13. NO PERFORMANCE GUARANTEE

KartaSoft does not guarantee production increases, cost savings, regulatory compliance, or prevention of incidents.

All outputs are probabilistic estimates based on available data.

14. LIMITATION OF LIABILITY

Except for gross negligence, willful misconduct, or IP indemnity, KartaSoft’s aggregate liability shall not exceed Fees paid in the twelve (12) months preceding the claim.

KartaSoft is not liable for consequential, indirect, lost profits, lost revenue, loss of production, business interruption, environmental remediation, or regulatory fines.

No claim may be brought more than twelve (12) months after the cause of action arises.

15. INDEMNIFICATION

Customer shall indemnify KartaSoft for claims arising from Customer operational decisions, misuse, data supplied, or violations of law.

KartaSoft shall indemnify Customer for third-party IP infringement claims, subject to the liability cap.

16. TERM AND TERMINATION

Term as specified in the Order Form. Either party may terminate for material breach with thirty (30) days’ cure period.

17. FORCE MAJEURE

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, cyber incidents, governmental actions, or infrastructure failures.

18. INSURANCE

KartaSoft shall maintain Technology Errors & Omissions, Cyber Liability, and Commercial General Liability insurance in commercially reasonable amounts appropriate to its operations.

19. GOVERNING LAW

For U.S. Customers: Delaware law. For Australian Customers: New South Wales law.

20. MISCELLANEOUS

No partnership is created. No assignment without consent except corporate reorganization. This Agreement constitutes the entire agreement. Amendments must be in writing.

Customer acknowledges it has not relied on representations not expressly set forth in this Agreement.