Last Modified: 11/07/2025

TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement (“Agreement”) is entered into by and between Central Lense Inc., a Delaware limited liability company (“Central Lense”), and the undersigned customer (“Customer”). This Agreement governs the services (as defined below) provided by Central Lense to Customer and supersedes all prior agreements or understandings between the parties with respect to such services.

Effective Date: The date this Agreement is executed by the Customer.

1. Definitions

• 1.1 “Services” means all services, including software licensing and support, provided by Central Lense as specified in the applicable Sales Order.

• 1.2 “Sales Order” means the ordering document executed by Customer detailing the Services purchased, pricing, and the Commitment Term.

• 1.3 “Commitment Term” means the duration of the Customer’s service commitment as stated in the Sales Order.

2. Payment Obligations

2.1 Payment Commitment. Customer agrees to pay all amounts due for the full Commitment Term, regardless of actual usage or early termination, except as expressly permitted herein.

2.2 Billing Period. Invoices will be issued on every fourth (4th) Friday, or as otherwise determined by Central Lense in its sole discretion. Central Lense reserves the right to modify the billing schedule or cadence at any time, with or without prior notice to Customer. Payment terms and due dates will be specified on each invoice.

2.3 Late Payments. Any overdue amount may bear interest at 1.5% per month or the maximum rate permitted by Delaware law, whichever is less. Central Lense reserves the right to suspend or terminate Services, revoke discounts, and/or accelerate payment of all remaining obligations if payment is not made timely.

3. Third-Party Licensors

3.1 Third-Party Terms. Customer acknowledges that certain Services are subject to third-party vendor terms, including but not limited to Microsoft. Customer agrees to comply with such terms.

3.2 Changes Imposed by Vendors. Central Lense may modify pricing, terms, or terminate Services if required by changes from third-party licensors. Central Lense shall provide notice of such changes as soon as practicable.

4. License Adjustments

4.1 Downgrades. Customer may reduce license quantities only within seven (6) calendar days of the Services Start Date. Requests after this window may result in continued billing for the full original quantity through the end of the Commitment Term.

4.2 Additions. Additional licenses may be requested at any time and will be billed pro rata and co-termed with the existing Commitment Term.

5. Renewals and License Changes

5.1 Renewal Requests. Any license change request (increase or decrease) for a renewal term must be submitted in writing at least thirty (30) days prior to the next Commitment Term start date.

5.2 Written Confirmation. Central Lense will confirm licensing changes in writing following receipt and processing of Customer’s request.

6. Termination for Cause

6.1 Breach. Central Lense may terminate this Agreement immediately upon notice if Customer materially breaches any term, including failure to pay or failure to comply with third-party terms.

6.2 Obligations Upon Termination. Upon termination for cause, all unpaid amounts for the remainder of the Commitment Term become immediately due. Central Lense shall have no further obligations to provide Services.

7. Limitation of Liability

7.1 Exclusion of Damages. To the maximum extent permitted by law, Central Lense shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits or data, even if advised of the possibility.

7.2 Cap on Liability. Central Lense’s total liability arising out of this Agreement shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

8. Governing Law and Dispute Resolution

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law rules.

8.2 Arbitration. All disputes shall be resolved exclusively by binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration shall take place in a location mutually agreed upon by the parties.

8.3 Enforcement. Any arbitration award may be entered and enforced in any court of competent jurisdiction.

9. Additional Provisions

9.1 Confidentiality. Both parties shall maintain the confidentiality of non-public, proprietary information exchanged in connection with this Agreement and shall not disclose such information except as required by law.

9.2 Indemnification. Customer agrees to indemnify and hold harmless Central Lense from any claims, liabilities, damages, or costs (including reasonable attorneys’ fees) arising out of or related to: (i) Customer’s breach of this Agreement, or (ii) Customer’s violation of any applicable law or third-party rights.

9.3 Entire Agreement. This Agreement (including the Sales Order) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior written or oral agreements.

9.4 Amendments. Central Lense may amend this Agreement from time to time. Such amendments shall be effective upon notice via website posting or written communication. Continued use of the Services constitutes acceptance of the amendments.

9.5 Severability. If any provision is found to be invalid or unenforceable, the remainder shall continue in full force and effect.

9.6 Force Majeure. Neither party shall be liable for failure or delay in performance due to events beyond their reasonable control, including but not limited to natural disasters, acts of government, war, labor disputes, or failures of third-party providers.