Terms and Conditions

MASTER SERVICES AGREEMENT

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

Updated February 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 Structure

This Agreement is between the Customer and the applicable KartaSoft contracting entity identified in an Order Form or other written commercial agreement.

“KartaSoft” means:

• Karta Software Inc. (Delaware, USA)
• Karta Software Pty Ltd (NSW, Australia)

Each entity acts only for Services it provides.

Order of precedence:

1. Order Form
2. This Agreement
3. Documentation

2. Acceptance and Binding Effect

This Agreement becomes binding on the earliest of:

• Electronic or written acceptance
• Execution of an Order Form
• Customer authorizing commencement of Services (including verbal instruction confirmed in writing by KartaSoft)
• Customer accessing or using Services

If KartaSoft confirms verbal authorization and Customer does not object within 5 business days, authorization is deemed accepted.

Customer payment obligations apply if Services commence even without an executed Order Form.

KartaSoft is not obligated to provide Services unless it agrees to do so.

3. Definitions

Authorized Users, Confidential Information, Customer Data, Fees, Order Form, Services, and Personal Data have their ordinary commercial meanings consistent with enterprise SaaS agreements.

4. Services and Outputs

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

Services are probabilistic and not deterministic guarantees.

Outputs are decision-support tools only.

Customer retains responsibility for operational, engineering, and regulatory decisions.

KartaSoft may modify or enhance Services provided core functionality is not materially reduced.

Probabilistic Outputs; No Guarantee of Outcomes

The Services provide probabilistic risk insights, predictive analytics, and risk scoring outputs derived from statistical, physical, and machine learning methodologies.

The Services do not provide deterministic predictions and do not guarantee the occurrence, non-occurrence, timing, or prevention of any failure, incident, event, or operational outcome.

Outputs generated by the Services are provided solely as decision-support information. Customer retains sole responsibility for all operational, engineering, maintenance, safety, regulatory, and business decisions.

Customer acknowledges predictive analytics inherently involve uncertainty and depend on data quality and external variables outside KartaSoft’s control.

KartaSoft is not responsible for failures to detect or predict specific events, inaccurate predictions from Customer or third-party data, or Customer decisions made using the Services.

To the maximum extent permitted by law, KartaSoft disclaims any guarantee that the Services will prevent failures, eliminate risk, or achieve specific outcomes.

5. License

Customer receives a non-exclusive, non-transferable right to use Services during the subscription term.

6. Usage Restrictions

Customer must not reverse engineer, benchmark, build competing products, introduce malicious code, or misuse Services. KartaSoft may suspend access for misuse or security risk.

7. Customer Responsibilities

Customer is responsible for data accuracy, integrations, and operational decisions. KartaSoft is not responsible for Customer or third-party data errors.

8. Fees and Payment

Invoices payable within 30 days unless agreed otherwise.

Annual Fee Adjustment: CPI capped at 5%.

Late Payment: Lesser of 14% or legal max plus recovery costs.

Purchase Orders: Administrative only.

Change in Law: Fees may adjust if law materially and demonstrably increases cost.

9. Confidentiality

Each party must protect Confidential Information except public or independently developed information.

10. Data Protection

Customer is Data Controller. KartaSoft is Processor. Commercially reasonable security implemented. Cross-border transfers permitted.

11. Intellectual Property

KartaSoft owns platform IP. Customer owns Customer Data. Feedback may be used by KartaSoft.

12. Warranties and Disclaimers

Services provided as-is except limited conformity warranty. No guarantee of predictive outcomes. Other warranties disclaimed.

13. Limitation of Liability

No indirect damages. Liability capped at prior 12 months Fees except payment and indemnity obligations.

14. Indemnities

Customer indemnifies for Customer Data, misuse, and operational decisions. KartaSoft provides limited IP indemnity.

15. Term Termination, and Renewal

15.1 Term

This Agreement commences on the Effective Date and continues for so long as any Order Form remains in effect, unless terminated earlier in accordance with this Agreement.

15.2 Termination for Breach

Either party may terminate this Agreement or an affected Order Form for material breach by the other party that remains uncured thirty (30) days after written notice describing the breach in reasonable detail.

15.3 Insolvency Termination

Either party may terminate this Agreement immediately upon written notice if the other party:

(a) becomes insolvent;
(b) enters liquidation, administration, or receivership;
(c) makes an assignment for the benefit of creditors; or
(d) ceases or threatens to cease business operations.

15.4 Automatic Renewal

Unless otherwise specified in an Order Form, each subscription or service term will automatically renew for successive periods equal to the then-current term (or, if not specified, twelve (12) months), unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

16. Publicity

KartaSoft may identify Customer unless Customer opts out in writing.

17. Compliance and Export

Both parties must comply with applicable laws and export controls.

18. Force Majeure

Neither party liable for events beyond reasonable control.

19. Assignment

Customer requires consent to assign. KartaSoft may assign to affiliates or successors.

20. Survival

Confidentiality, IP, payment, and liability provisions survive termination.

21. Governing Law and Jurisdiction

This Agreement will be governed by the laws specified in the applicable Order Form.

If none specified:
• Contracts with Karta Software Inc. → Delaware law and Delaware courts
• Contracts with Karta Software Pty Ltd → New South Wales law and NSW courts

CISG excluded.

22. Notices

Notices may be sent via email or addresses listed in Order Forms.

23. Entire Agreement

This Agreement and Order Forms constitute the entire agreement.

24. Definitions

Standard enterprise SaaS definitions apply to capitalized terms.