Terms and Conditions

Last updated: September 25, 2025

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE.  PLEASE READ IT CAREFULLY.  SECTION 10.6 OF THIS DOCUMENT CONTAINS A BINDING ARBITRATION PROVISION THAT, WHERE APPLICABLE, REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS), LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST MAKO, AND INCLUDES A WAIVER OF YOUR RIGHT TO A TRIAL BY A JUDGE OR JURY OR TO PARTICIPATE IN A COLLECTIVE OR CLASS ACTION AGAINST MAKO.

A2 Labs, Inc. d/b/a Mako (“Mako”) and Customer (as defined below) hereby agree to be bound by these Terms and Conditions (the “Agreement”).

1. DEFINITIONS. As used in this Agreement definitions are applicable both to their singular and plural forms as the context may require:

1.1 “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Schedules hereunder), the Software and Documentation, business and marketing plans, technology and technical information, product designs, business and analytical processes, and pricing models. Confidential Information shall not include information which Receiving Party can prove: (a) is or becomes a part of the public domain; (b) was in Receiving Party’s lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use; (c) is entirely independently developed by Receiving Party without any knowledge or reference to the Confidential Information; or (d) is lawfully disclosed hereafter to Receiving Party, without restriction, by a third party who did not acquire the information from the Disclosing Party.

1.2 “Customer” means the entity listed as ‘Company’ or ‘Individual,’ as applicable, on the Order Form.

1.3 “Designated System” means the Customer’s Supported Platform(s).

1.4 “Documentation” means the user’s manuals provided to Customer by Mako along with the Software.

1.5 “Effective Date” means the date on which Customer has accepted the Order Form.

1.6 “GPU” means the number of graphical processing units being optimized by the Software, as denoted by Customer on the Order Form.

1.7 “Intellectual Property Rights” collectively means any and all rights, title and interest, including, without limitation, all patents, patent registrations, patent applications, business processes, copyrights, data rights, trademarks, trade names, service marks, service names, trade secrets, mask works, know-how or other similar right arising or enforceable under any U.S. law, foreign law, or international treaty regime.

1.8 “License Fee” means the annual or monthly fee set forth in the Order Form.

1.9 “Order Form” means the digital order form to which this Agreement is linked or otherwise incorporated, including in Customer’s account details, and which sets forth information about Customer’s order.

1.10 “Software” means the software programs described in the Order Form under the heading “Software” including any Updated, modified or enhanced versions of such programs that Mako or its suppliers may provide to Customer pursuant to this Agreement.

1.11 “Supported Platform” means the hardware and software platforms (e.g. database server systems, application server systems, and client systems) that are supported by Mako as expressly set forth in the Documentation. The requirements for the Supported Platform are subject to change as specified by Mako in its discretion with 30 days prior written notice to Customer.

1.12 “Tier” means the license tier Customer selected on the Order Form (e.g. Enterprise, Free, Pro).

1.13 “Update” means any version of the Software designated, in Mako’s sole discretion, by a change in the version number.

1.14 “User” means the person authorized by Customer to use the Software, regardless of if the person is using the Software at any given time. The maximum number of Users that may use the Software is specified in the Order Form.

2. LICENSE GRANT. Customer and Customer’s Users will be granted a non-exclusive, non-transferable license (without the right to sublicense) for the Term to execute and use the Software solely on the Supported Platform and the Designated System (or a backup system if the Designated System is inoperable) for Customer’s internal business purposes in accordance with the Documentation and the limitations set forth in this Agreement.

3. RESTRICTIONS.

3.2 Inspections. Customer will permit Mako or its representatives to review Customer’s relevant tangible and electronic records and inspect Customer’s facilities to ensure compliance with this Agreement. Mako will give Customer at least five days’ advance notice of any such inspection and will conduct the same during normal business hours in a manner that does not unreasonably interfere with Customer’s normal operations.

4. DELIVERY AND ACCEPTANCE; UPDATES.

4.1 Delivery. The Software will be delivered to Customer via digital delivery upon payment of the initial License Fee. The Software will be deemed accepted upon delivery, subject only to the warranties in Section (Warranties and Disclaimers).

4.2 Updates. During the Term, Mako will provide Updates to the Software when Mako makes such Updates generally available in the marketplace. All Updates shall be deemed part of the Software and accepted upon delivery.

5. FEES AND PAYMENT. Payment. Customer will pay the License Fee to Mako within 30 days of the date on the invoice sent to Customer from Mako. The License Fees do not include any applicable sales, use and other taxes related to the use or delivery of the Software. If Mako is required to pay any sales, use or other taxes related to the use or delivery of the Software, then such taxes shall be paid by Customer; provided, however, that Mako shall be solely responsible for the payment of taxes based on Mako’s income. Customer will make all payments of the License Fees to Mako free and clear of, and without reduction for, any taxes; any such taxes imposed on payments of the License Fees to Mako will be Customer’s sole responsibility. If any License Fees are not paid when due then: (a) such License Fees will accrue interest at 12% per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid; (b) Mako may, without notice or demand, declare the entire sum of all License Fees payable under this Agreement and accrued late fees due and payable; (c) Mako may transfer unpaid invoices to an independent collection agency at any time; and (d) Customer agrees to pay all reasonable collection fees incurred in any collections process. All payments will be in U.S. dollars.

5.1 Tiers. The License Fee will be calculated differently depending on the Tier selected by Customer on the Order Form. Pricing for each Tier is described in the Order Form: (a) for the Enterprise Tier, License Fees will be calculated per GPU basis; (b) for the Pro Tier, the License Fee will be a flat fee for unlimited GPUs; and (c) for the Free Tier, the License Fee will be $0, but usage will be limited as further described on the Order Form.

6. WARRANTIES & DISCLAIMERS

6.1 Software. For Term, Mako warrants that the Software, when used as permitted under this Agreement and in accordance with its intended purpose as set forth in the Documentation, will operate substantially as described in the Documentation. Mako does not warrant that Customer’s use of the Software will be accurate, error-free or uninterrupted. Mako will, at its own expense and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Software reported to Mako by Customer in writing during the Term or, if Mako determines that it is unable to correct the error, Mako will refund to Customer the License Fees actually paid by Customer less a pro rata deduction for the period of time Customer has used the Software, in which case this Agreement and Customer’s right to use the Software will be terminated.

6.2 General Disclaimer. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE EXPRESS WARRANTY IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN ADDITION, Mako MAKES NO WARRANTIES WHATSOEVER RELATED TO ANY THIRD PARTY SOFTWARE OR OTHER TECHNOLOGY USED IN CONNECTION WITH OR INTEGRATED INTO THE SOFTWARE, WHETHER OR NOT PROVIDED BY MAKO. MAKO SHALL NOT BE LIABLE FOR ANY DELAY, FAILURE IN PERFORMANCE OR INTERRUPTION OF SERVICE RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSE BEYOND ITS REASONABLE CONTROL SUCH AS MODIFICATION OF THE SERVER PAGE CODE (EXCEPT BY MAKO), SERVICES OR TECHNOLOGY PROVIDED BY A HOSTING SERVICE, INTEGRATION SERVICE, MERCHANT PROCESSING SERVICE OR PAYMENT PROCESSING SERVICE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THIS AGREEMENT.

7. INDEMNITY.

7.1 By Mako. Mako will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Software infringes any valid U.S. copyright or U.S. patent, and Mako will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in writing by Mako in a monetary settlement of such action. The foregoing obligations are conditioned on Customer notifying Mako promptly in writing of such action, Customer giving Mako sole control of the defense thereof and any related settlement negotiations, and Customer cooperating and, at Mako’s request and expense, assisting in such defense. If the Software becomes, or in Mako’s opinion is likely to become, the subject of an infringement claim, Mako may, at its option and expense, either: (a) procure for Customer the right to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing and remains functionally equivalent; or (c) terminate this Agreement and give Customer a refund for the License Fees actually paid by Customer less a reasonable allowance for the period of time Customer has used the Software. Notwithstanding the foregoing, Mako will have no obligation under this Agreement with respect to any infringement claim based upon (i) any use of the Software not in accordance with this Agreement, the Documentation or for purposes not intended by Mako; (ii) any use of the Software in combination with other products, equipment, software, or data not supplied or specified in writing by Mako; (iii) any use of any release of the Software other than the most current release made available to Customer; or (iv) any modification of the Software by any person other than Mako or its authorized agents or subcontractors. THIS SECTION STATES MAKO’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

7.2 By Customer. Customer will defend at its own expense any action against Mako, its officers, directors, employees, agents, representatives or suppliers brought by a third party to the extent that the action arises from (a) a breach of this Agreement by Customer, or (b) use of the Software for any unlawful purpose, for any purpose not expressly authorized under this Agreement, or in combination with other software or equipment not provided or specified in writing by Mako or its suppliers, and Customer will pay those liabilities, costs, expenses (including reasonable attorneys’ fees), losses, and damages resulting from any such action. The foregoing obligations are conditioned on Mako notifying Customer promptly in writing of such action, Mako giving Customer sole control of the defense thereof and any related settlement negotiations, and Mako cooperating and, at Customer’s request and expense, assisting in such defense.

8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT WILL MAKO OR ITS SUPPLIERS, BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, OR DAMAGES RELATED TO LOST INFORMATION, LOST DATA AND LOST PROFITS, IN EACH CASE ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAKO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID TO MAKO HEREUNDER. CUSTOMER AGREES THAT NOTWITHSTANDING ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE OR THIS AGREEMENT MUST BE FILED WITHIN TWO YEARS AFTER THE CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. CUSTOMER ACKNOWLEDGES THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK AGREED BY THE PARTIES AND THAT MAKO WOULD NOT ENTER INTO THIS AGREEMENT ON THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

9. TERM AND TERMINATION.

9.1 Term. Unless terminated pursuant to Section (Termination), the term of this Agreement will begin on the Effective Date and will continue for the period indicated in the Order Form under ‘Initial License Term’ (the “Initial Term”) and thereafter, will automatically renew for sequential one-year periods (each a “Renewal Term”) unless a party provides at least 30 days prior written notice of its intent not to renew to the other party. Together, the Initial Term and any Renewal Terms are the “Term.”

9.2 Termination. Customer may terminate this Agreement at any time, with or without cause, upon 30 days’ prior written notice to Mako. Mako may terminate this Agreement, effective immediately upon written notice to Customer, if (a) Customer breaches any provision in Section (License Grant), (Restrictions), (Ownership of Intellectual Property), or (Confidential Information); or (b) Customer breaches any other provision of this Agreement and does not cure the breach within 30 days after receiving written notice thereof from Mako.

9.3 Effects of Termination. Upon termination or expiration of this Agreement all licensed rights granted in this Agreement will immediately cease to exist, and Customer must promptly discontinue all use of the Software and purge from its electronic or other storage facilities or records all Confidential Information of Mako, including all copies of the Software and Documentation in Customer’s possession or control and certify in writing to Mako that it has fully complied with these requirements.

9.4 Survival. This Section and Sections (Definitions), (Restrictions on Use), (General Disclaimer), (Indemnity), (Limitation of Liability), (Effects of Termination) and (General) will survive the termination of this Agreement for any reason.

10. GENERAL.

10.1 Ownership of Intellectual Property. The Software, and all Intellectual Property Rights therein, are the exclusive property of Mako and its suppliers. Mako and its suppliers reserve all rights in and to the Software not expressly granted to Customer in this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of Mako or its suppliers on any portion of the Software.

10.2 Confidential Information. Confidential Information, and each party recognizes the value and importance of the protection of the other’s Confidential Information. All Confidential Information shall remain the sole property of the Disclosing Party (or its licensors), which shall own all rights, title, interest and Intellectual Property Right therein. Except as expressly allowed in this Agreement, both parties agree not to duplicate in any manner the other’s Confidential Information or to disclose it to any third party or to any of their employees not having a need to know same to implement this Agreement. Each Receiving Party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. Receiving Party shall use the other’s Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement and for no other purpose, whether for Receiving Party’s own benefit or the benefit of any third party. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party contests the disclosure.

10.3 Compliance with Laws. Customer will comply with all applicable laws, statutes, ordinances or regulations, including without limitation the laws and regulations governing export and import of software, data privacy, and regulation of software use.

10.4 Assignments. Customer may not assign or delegate, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Software) to any third party without Mako’s prior written consent. Any such attempted assignment or delegation shall be null and void.

10.5 Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by electronic delivery, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the Order Form, and will be effective upon receipt or three business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving written notice of the new address to the other party.

10.6 Governing Law and Venue. This Agreement shall for all purposes be governed and interpreted solely and exclusively by the laws of the State of Delaware without reference to conflict of laws principles. Except for an action for injunctive relief brought pursuant to Section (Remedies), any action or proceeding arising from or relating to this Agreement that is not amicably settled between the parties shall be resolved solely and exclusively by arbitration in [New York, New York], United States, pursuant to the Commercial Arbitration Rules and Mediation Procedures then in effect of American Arbitration Association (AAA), provided that the arbitration shall be conducted by a single arbitrator knowledgeable in the subject matter hereof and agreed upon by the parties. The arbitration shall be conducted in the English language, and all documents shall be submitted in English or be accompanied by an English translation. The arbitrator will provide a written explanation to the parties of any arbitration award. Any decision rendered by the arbitrator shall be binding, final and conclusive upon the parties, and a judgment thereon may be entered in, and enforced by, any court having jurisdiction over the party against which an award is entered or the location of such party’s assets, and the parties hereby irrevocably waive any objection to the jurisdiction of such courts based on any ground, including without limitation, improper venue or forum non-conveniens. The parties and the arbitrator shall be bound to maintain the confidentiality of this Agreement, the dispute and any award, except to the extent necessary to enforce any such award. The prevailing party, if a party is so designated in the arbitration award, shall be entitled to recover from the other party its costs and fees, including reasonable attorneys’ fees, associated with such arbitration.

10.7 Remedies. Except as expressly provided in Sections (Warranties & Disclaimers) and (Indemnity), the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Software contains valuable trade secrets and proprietary information of Mako and its suppliers, that any actual or threatened breach of Sections (License Grant), (Restrictions), (Ownership of Intellectual Property), or (Confidential Information) will constitute immediate, irreparable harm to Mako and its suppliers for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive.

10.8 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.9 Severability. If any provision of this Agreement is unenforceable, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. If such modification is not possible under applicable law, the unenforceable provision shall be stricken and the reminder of the Agreement shall continue in full force and effect.

10.10 Marketing. Customer agrees to allow Mako to use its name (and the name of its subsidiaries, parents or operating companies) in Mako’s marketing materials (both printed and electronic) and in connection with any press release stating that Customer is a customer of Mako.

10.11 Construction. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement. Unless otherwise expressly stated, when used in this Agreement the word “including” means “including but not limited to.”

10.12 Counterparts. This Agreement may be executed in counterparts, by facsimile, or both, each of which will be considered an original, but all of which together will constitute the same instrument.

10.13 Force Majeure. Neither party will be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including acts or omissions of government or military authority, acts of God, shortages of materials, labor problems, transportation delays, acts of terrorism, power shortages or outages, earthquakes, fires, floods, labor disturbances, riots, or wars.

10.14 Full Power. Each party warrants that it has full power to enter into and perform this Agreement, and the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement.

10.15 Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

10.16 Entire Agreement. This Agreement together with the Order Form constitutes the complete and final agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or other communications between the parties, oral or written. This Agreement may be amended only in a written document signed by both parties. In the event of a conflict between the terms of this Agreement and the Order Form, the Order Form will have priority.