LAST UPDATED: October 20, 2026

Welcome, and thank you for your interest in Prasso Inc., a Delaware corporation, doing business as Macroscope ("Macroscope") and Macroscope's software-as-a-service tools and platforms for managing product development processes, including AI-powered code review, status reporting, and the Murmur autonomous coding agent service (collectively, the "Services"). Please read these Macroscope Terms and Conditions (the "T&Cs") carefully. To sign up for or purchase a subscription to any of the Services hereunder, you must either: (i) execute an ordering document with Macroscope that references these T&Cs, or (ii) register for a subscription at https://app.macroscope.com (any such fully executed ordering document or online registration request that is accepted by Macroscope is hereafter referred to as an "Order"). As part of the ordering process, you must identify the applicable entity that is designated as the customer ("Customer"). Each Order may also identify usage caps or limitations, such as the number of Authorized Users (as defined below). Macroscope will not be required, by virtue of this Agreement or otherwise, to provide to Customer any part or portion of the Services that are not expressly covered by such Order. All Orders are governed by and subject to these T&Cs, and these T&Cs, together with all Orders and the Data Processing Addendum ("DPA"), as applicable, will be collectively referred to as the "Agreement."

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN MACROSCOPE AND CUSTOMER THAT GOVERNS USE OF THE SERVICES. BY CLICKING "I ACCEPT," OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT: (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF THE CUSTOMER, (ii) YOU AND CUSTOMER ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, ITS PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION, AND (iii) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY IDENTIFIED AS THE CUSTOMER IN THE ORDER OR AS PART OF THE ACCOUNT REGISTRATION PROCESS. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE T&Cs, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. BY CLICKING "I ACCEPT" OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT.

IF CUSTOMER SUBSCRIBES TO ANY OF THE SERVICES FOR A TERM (AS USED HEREIN, AN "INITIAL SUBSCRIPTION TERM"), THEN, UNLESS OTHERWISE INDICATED IN THE ORDER, CUSTOMER'S SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION TERM AT MACROSCOPE'S THEN-CURRENT RATES UNLESS CUSTOMER DECLINES TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.3 BELOW.

1. SERVICES

1.1. Access and Use of Services. Subject to Customer's ongoing compliance with this Agreement (including timely payment of all applicable fees), Macroscope grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to access and use the Services set forth in the applicable Order in accordance with any usage caps or limitations set forth in the applicable Order solely for Customer's internal business purposes and solely in accordance with the published documentation for the Services which is made available at docs.macroscope.com ("Documentation").

1.2. Accounts. As part of the set-up process, one or more accounts on the Services may be created and/or provisioned for Customer and/or its Authorized Users (as defined below) (each, an "Account"). Customer represents and warrants that: (i) all Account registration information provided by or on behalf of Customer is truthful and accurate, and (ii) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer's and its Authorized Users' (as defined below) Accounts. Customer will use reasonable efforts to prevent any unauthorized access or use of the Services, and Customer agrees to immediately notify Macroscope of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security. Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer or its Authorized Users (as defined below), Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Macroscope to remediate any issues resulting from, or related to, such unauthorized access or use. Macroscope will not be liable for any loss or damage arising from any unauthorized access or use of the Accounts or Customer's failure to comply with the above requirements, except to the extent caused by Macroscope's failure to comply with Section 4.3 (Data Privacy and Security). A Customer whose Account or subscription is terminated by Macroscope for cause may not re-register for or access the Services without Macroscope's prior written consent.

1.3. Authorized Users. Customer will only permit the Services set forth in the applicable Order to be accessed by Customer's employees and contractors that are authorized by Customer to access the applicable Services solely for Customer's internal business purposes ("Authorized Users"), provided that Customer shall remain liable for all acts and omissions of such users. Customer is solely responsible for determining the level of access and privileges granted to its Authorized Users. Customer will ensure its Authorized Users' use of the Services is in compliance with the terms of this Agreement, and Customer will be solely responsible for enforcing any of Customer's internal policies regarding its Authorized Users' use of the Services. Without limiting the foregoing, Customer will be fully responsible for any decision made by Customer's Authorized Users to integrate or connect any Customer Environments (as defined below) with the Services.

1.4. Customer Systems and Customer Environments. Customer is solely responsible for ensuring that its systems meet the hardware, software, and any other applicable system requirements for the Services as specified in the Documentation. The Services may allow Customer to integrate or connect the Services with Customer's accounts, workspaces, and/or environments with third-party service providers (e.g. Linear, Jira, GitHub, Slack) (each account, workspace, and/or environment is referred to as a "Customer Environment"), and to access data, information, software code, content, and/or other materials hosted for Customer in such Customer Environment (any such data, information, software code, content, and/or materials are collectively referred to as the "Customer Environment Content"), subject to any technical restrictions on access. Customer is solely responsible for any Customer Environment that Customer and/or any of its Authorized Users chooses to integrate or connect with the Services and agrees that any Customer Environment Content that is pulled from any Customer Environment will constitute Customer Content, as contemplated in Section 4.1. Without limiting the foregoing, if Customer and/or any of its Authorized Users provides Macroscope with access to any application programming interfaces ("APIs"), API keys, or other credentials for the purpose of connecting or integrating the Services with the Customer Environment, then Customer represents and warrants that it has obtained all necessary consents, permissions, approvals, and/or licenses to access and use, and permit Macroscope to access and use, the Customer Environment and pull a copy of the Customer Environment Content as contemplated in Section 4.1 below for the purpose of performing Macroscope's obligations and exercising its rights under this Agreement. Customer assumes all risks associated with use of any Customer Environment, including any issues caused by Customer's use of any third-party hardware, software, or services not provided by Macroscope. Macroscope does not guarantee that any Customer Environment, AI Tool, API, integration, or third-party service will remain available or interoperable with the Services, and Macroscope will have no liability for any suspension, limitation, rate limiting, change, unavailability, or revocation by a third-party provider.

1.5. Restrictions. The Services set forth in the applicable Order are made available to Customer solely for its own internal business purposes and use. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer, perform model extraction, model inversion, or prompt extraction on, scrape or harvest data from, or attempt to reconstruct or discover any source code, structure, ideas, algorithms, models, weights, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute, or modify, (iii) write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing, or making accessible products or services that are similar to or compete with (including for the purpose of training, developing, or improving any competing artificial intelligence or machine learning model), (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any of Customer's or any third party's product offering (regardless of hosting or distribution model), or otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content, or code to or from (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices), (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies, or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, or, except as expressly authorized in writing by Macroscope, conduct any penetration testing, vulnerability scanning, load testing, or other security testing of, and (xv) otherwise use except as expressly permitted hereunder, in each case of (i) – (xv), in whole or in part, the Services (and all technology constituting or used to provide the Services) and all related Documentation (collectively, the Services, Documentation, and all such technology are the "Macroscope Technology").

1.6. Use of Artificial Intelligence

1.6.1. Customer Content and Third-Party Providers; Source Code. Customer acknowledges and agrees that as part of the Services, Customer Content (as defined below), including Customer Environment Content, may be transmitted to the third-party service providers of Macroscope, including the providers of certain large language models and other generative artificial intelligence (AI) technology (the "AI Tools"). Where Customer provides its own API credentials for an AI Tool (such as an Anthropic API key used with the Agent Services), Customer's use of that AI Tool is governed by Customer's own agreement with the provider, Customer is responsible for all fees charged by the provider, and Macroscope is not responsible for the provider's acts, omissions, or availability. Macroscope requires the providers of these AI Tools engaged by Macroscope to agree not to use the source code provided by Macroscope on behalf of its customers to train their AI Tools. Except as provided in Section 4.1, Macroscope will not use any source code that is included in the Customer Content (as defined below) to train Macroscope's AI models.

1.6.2. Risk of Errors; Disclaimers. Customer understands and agrees that (i) the Services utilize artificial intelligence technology and large language models, which may result in inaccurate or incomplete results given the probabilistic nature of machine learning, and (ii) while the use of AI Tools, including the transmission of certain Customer Content (as defined below) to such AI Tools, is an integral and necessary part of Macroscope's delivery of the Services, the content, information, or other results made available through the Services, and any code, commits, pull requests, or other materials generated or actions taken by Agents (as defined in Section 1.9) ("Results") may be inaccurate or incomplete. All Results are provided for informational purposes only, and Customer is responsible for evaluating the accuracy and suitability of Results as appropriate for Customer's use case and subjecting Results to Customer's standard quality control procedures within its business, including by using human review of Results, including review of any Agent-generated code or pull request before merge or deployment, for accuracy, legality, and completeness. Customer agrees that Macroscope shall have no responsibility or liability arising from the provision of inaccurate or inappropriate Results or any decisions made in reliance on such Results and that such decisions are made at Customer's own risk. Customer further acknowledges that Results may be similar to or the same as content or code provided to other customers and may resemble third-party materials, and Customer is responsible for ensuring that its use of Results complies with applicable third-party license terms and intellectual property rights. The AI Tools and underlying models may change over time, and Results may vary accordingly.

1.7. Free Trial. If Macroscope has made the Services (or any part of the Services, such as specific features or functionality thereof) available to Customer as a "design partner" or on a "free trial," "open-source partner," "pilot," or "pre-release" basis, or pursuant to any promotional offer, discount, or coupon-based access, then unless expressly indicated in the applicable Order: (i) Macroscope will be free to limit, restrict, terminate or suspend Customer's access thereto for any reason at any time and without notice or liability of any kind, (ii) notwithstanding Section 4.4, Macroscope will not be obligated to back-up or archive any Results, and Customer is fully responsible for backing-up or archiving its Results, and (iii) notwithstanding any other provision of this Agreement, any such access to the Services (or the applicable part of the Services) is provided on an "AS IS" and "AS AVAILABLE" basis without warranty, indemnities, or support of any kind, express or implied. IF CUSTOMER SUBSEQUENTLY PURCHASES A SUBSCRIPTION TO THE SERVICES, CUSTOMER EXPRESSLY AGREES THAT, UNLESS CUSTOMER HAS A SEPARATE SIGNED AGREEMENT GOVERNING CUSTOMER'S ACCESS TO AND USE OF THE SERVICES, THIS AGREEMENT SHALL GOVERN CUSTOMER'S USE OF SUCH SERVICES.

1.8. Support; Updates. Macroscope will use commercially reasonable efforts to provide Customer with the support services as identified in an Order. If Macroscope provides Customer access to a designated support channel or forum (e.g., Slack), any suggestions, ideas, or other product feedback that Customer or its Authorized Users post to such support channel or forum will be deemed to be Feedback (as defined below) for purposes of Section 4.6, provided that Customer Content and Confidential Information will not be deemed Feedback. Customer agrees that it and its Authorized Users will at all times comply with any other terms posted by Macroscope to any such support channel or forum that Customer and/or its Authorized Users use.

1.9. Agent Services (Murmur).

1.9.1. Description; Authorization. Macroscope offers autonomous AI coding agent services, currently branded "Murmur" (the "Agent Services"), through which software agents ("Agents") run on virtual machines managed by Macroscope on third-party cloud infrastructure or, where supported and configured, in a Customer Cloud Environment (as defined in Section 1.9.5). At the direction of Customer or its Authorized Users, Agents may clone Customer's repositories, write and execute code, and create branches, commits, and pull requests, and all actions taken by Agents at Customer's direction or under Customer Credentials (as defined below) are deemed Customer's actions. Customer is responsible for configuring permissions and for reviewing Agent output before merge, deployment, or other reliance, and assumes all risks associated with Agent actions, including data loss, security vulnerabilities, and system outages. Customer is solely responsible for maintaining back-ups, version control and branch protections, access controls, test environments, rollback procedures, and other safeguards appropriate for its use of the Agent Services.

1.9.2. Customer Credentials. Use of the Agent Services requires Customer and its Authorized Users to provide credentials, which may include GitHub tokens, AI Tool API keys, SSH signing keys, and credentials for connected services such as Linear and Slack (collectively, "Customer Credentials"). Customer represents that it has all rights necessary to provide the Customer Credentials and that providing them, and Macroscope's and its Agents' use of them, will not breach Customer's agreements with any third party (including the providers of any connected services). Customer is responsible for the actions taken under the Customer Credentials and will promptly rotate or revoke any Customer Credential it believes has been compromised. Customer acknowledges and agrees that it uses the Agent Services at its own risk and that Macroscope is not responsible for any exposure, disclosure, or loss of credentials, secrets, or code resulting from Customer's or its Agents' configuration, instructions, or use of the Agent Services, including where an Agent writes or stores credentials, secrets, or code in a commit, pull request, log, or other location.

1.9.3. Virtual Machines; Data. Agent virtual machines may be provisioned, suspended, resumed, recycled, or destroyed according to Macroscope's operational lifecycle, including after completion, cancellation, suspension, or termination of the applicable Agent task or workflow. When a virtual machine is destroyed, local virtual machine state is deleted. Deletion of virtual-machine-local state does not delete records, logs, artifacts, outputs, billing records, or other Customer Content retained by the Services under this Agreement, which remain subject to Section 4.4.

1.9.4. Fees. The Agent Services are usage-based. Usage-based fees may include virtual machine compute, storage, networking, and AI-provider usage, as described in the applicable Order or published pricing page, and are drawn from Customer's prepaid balance in accordance with Section 2. Fees charged by AI Tool providers under Customer's own API credentials are billed to Customer directly by the provider and are not Macroscope fees.

1.9.5. Customer Cloud Environments. Where Macroscope offers this option, Customer may configure the Agent Services to run in a supported customer cloud environment, which may include AWS or Google Cloud (a "Customer Cloud Environment"). Customer is solely responsible for its Customer Cloud Environment, including its configuration, security, network, and all fees charged by the cloud provider, and grants Macroscope the access necessary to provision and manage Agent virtual machines within it. Macroscope is not responsible for failures or vulnerabilities attributable to the Customer Cloud Environment.

1.9.6. Compute Use. Customer will use the Agent Services only to run development workloads on its own repositories and projects and in compliance with applicable law. Without limiting Section 1.5, Customer will not use the Agent Services to mine cryptocurrency, conduct or facilitate attacks on any network or system, resell raw compute, or run workloads unrelated to the Services, and Macroscope may suspend Agent Services usage that Macroscope reasonably suspects violates this Section in accordance with Section 3.6. Customer will not use the Agent Services to develop, operate, or make automated decisions for safety-critical or high-consequence systems (such as medical devices, life support, aircraft or other vehicle navigation or control, nuclear facilities, or critical infrastructure) where a failure could lead to death, personal injury, or severe physical or environmental damage, in each case without independent human controls and safeguards appropriate to the risk. Macroscope may impose and enforce reasonable rate limits, quotas, and resource limits on the Agent Services, including limits on compute, concurrent Agents, storage, and data transfer.

1.9.7. Public Sharing Features. Certain Agent Services features may expose Agent-session resources to authorized users through authenticated previews or port access, or, where such features are made available and explicitly enabled, to anyone with the applicable link. Customer is responsible for, and assumes all risk of, anything it exposes or shares through any preview, sharing, port, link, file, log, or output feature of the Agent Services, and should not use any public-sharing feature to share sensitive or confidential content.

2. FEES; PAYMENT

2.1. Fees; Payment Terms. Customer agrees to pay to Macroscope the fees for each of the Services that Customer purchases or uses in accordance with the rates and payment terms set forth in the Order or, for usage-based Services, the rates published in the Services or the Documentation at the time the applicable usage occurs. Macroscope may from time to time offer additional Services or optional features at rates published in the Services or the Documentation. Unless otherwise expressly set forth in an Order, all recurring fees for Services subscriptions will be billed to Customer in advance, and all usage-based fees or overages will be billed to Customer monthly in arrears. Macroscope may offer prepayment for the Services in the form of credits, and may grant promotional credits free of charge. All credits are non-refundable except where required by applicable law, non-transferable, and have no cash value. Upon cancellation of a subscription, any remaining prepaid balance will remain available and may be used if Customer resubscribes. Unless otherwise expressly set forth in an Order, the Initial Subscription Term or the Renewal Subscription Term (as defined below) will continue and automatically renew on a recurring basis at regular intervals in accordance with Customer's elections at the time of sign-up or in the applicable Order, unless and until Customer terminates Customer's subscription in accordance with Section 3, or Customer's Account is otherwise suspended or terminated pursuant to this Agreement. Macroscope reserves the right to change the terms, including rates, for subscriptions to the Services from time to time in accordance with Section 8.5; provided that, (i) Macroscope will use commercially reasonable efforts to provide Customer with notice of any increase in the rates for subscriptions to the Services at least thirty (30) days prior to the end of Customer's then-current Subscription Term, and (ii) any such increase in rates will take effect upon the renewal of such Subscription Term, unless otherwise stated in such notice. If Customer does not agree with such changes, Customer may terminate Customer's subscription to the Services as set forth in Section 8.5. Macroscope will not be able to notify Customer of any changes in applicable taxes in advance.

2.2. Payment Method. Customer will be billed for all amounts due under this Agreement using the billing method Customer provides to Macroscope or its third-party payment service provider or the Customer-provided payment method on file. Customer must provide current, complete, and accurate information for Customer's billing Account and promptly update all information to keep Customer's billing Account current, complete, and accurate. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law. In the event of a failed attempt to charge Customer's payment method (e.g., if Customer's credit card has expired), Macroscope reserves the right to retry billing Customer's payment method. If Customer enables automatic credit reloading ("Auto Refill") through the Services, Customer authorizes Macroscope to charge the payment method on file for the applicable credit amount each time Customer's credit balance falls to or below the threshold configured by Customer, until Customer disables automatic credit reloading through the Services. In the event that Customer or Macroscope (through its payment service providers) updates Customer's credit card or other payment information to remedy inaccurate or incomplete information (e.g., a change in validity or expiration date), Macroscope may automatically resume billing Customer for its paid subscription to the Services. If there are no valid payment methods on file for Customer, Macroscope may send Customer invoices for any amounts due, and Customer will pay such invoices within thirty (30) days of Customer's receipt thereof. Macroscope may suspend or cancel Customer's access to the Services if Macroscope remains unable to successfully charge the payment method associated with Customer's Account or if Customer fails to pay all invoiced amounts due. Additionally, Macroscope may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.

2.3. Automatic Renewal. Customer must terminate any automatically renewing subscription to the applicable Services at least thirty (30) days before it renews in accordance with this Agreement in order to avoid billing of the recurring subscription fees to Customer. By choosing an automatically renewing subscription plan, Customer acknowledges that it has a recurring payment feature, and Customer accepts responsibility for all recurring charges prior to termination.

2.4. Taxes. Fees do not include, and Customer must pay or reimburse Macroscope for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on Macroscope's net income). If Macroscope has a legal obligation to pay or collect sales tax for which Customer is responsible, Macroscope will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer's billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides Macroscope with a valid tax exemption certificate acceptable to the appropriate taxing authority.

2.5. Paused Processing. If Customer's prepaid balance is exhausted or a spend limit configured by Customer is reached, the affected Services (including Code Review, Status, Agent, and Agent Services workloads) may fail to start, pause, suspend, become unavailable, or skip background events until the balance is replenished or the limit is increased. Skipped items (such as commits and pull requests) may not be retroactively processed, and Macroscope has no liability arising from any of the foregoing.

3. TERM AND TERMINATION

3.1. Term. This Agreement will start on the effective date of Customer's first Order and, unless terminated earlier in accordance with this Agreement, will continue until the date that is ninety (90) days after all Orders hereunder have expired or been terminated. Additionally, in the event that all Orders have expired or terminated, either party may terminate this Agreement upon written notice to the other party.

3.2. Subscription Term; Automatic Renewal. The duration of Customer's Initial Subscription Term for each Order will be as set forth in such Order or as shown in Customer's subscription in the Services, and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (each renewal, a "Renewal Subscription Term") until terminated by Customer or Macroscope as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively the "Subscription Term."

3.3. Termination of Recurring Subscriptions. Unless otherwise set forth in an Order, either party may terminate any automatically renewing subscription(s) under this Agreement by providing the other party with at least thirty (30) days' notice of its intent to terminate prior to the end of the then-current Subscription Term. Customer should send notices of termination to [email protected] or visit the "Billing" section of the Services and update Customer's subscription. If Customer cancels or Macroscope terminates a subscription as set forth above, then Customer will continue to have access to the applicable Services until completion of Customer's then-current Subscription Term (or, if the termination notice is given within thirty (30) days before the start of a renewal term, completion of the next Renewal Subscription Term), provided that Customer has timely paid all applicable fees and remains in compliance with the terms of this Agreement.

3.4. Termination for Cause. Macroscope may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment for any amounts owed to Macroscope. Additionally, either party may terminate this Agreement and all Orders in the event that: (i) the other party is in material breach of this Agreement, which is not cured within thirty (30) days after written notice of such breach, or (ii) the other party files for or is adjudicated bankrupt or suffers any other analogous event.

3.5. Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders and access to Macroscope Technology will automatically terminate, and (ii) all outstanding payment obligations of Customer become due and payable immediately. All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.2, 1.4, 1.5, 1.6, 1.7, 2, 3.5, 3.6, and 4 through 8 (including the dispute resolution provisions in Section 8.1). In addition, any provision of this Agreement that by its nature should survive termination or expiration of this Agreement will survive.

3.6. Delinquent Accounts; Suspension. Macroscope reserves the right to suspend, terminate, or downgrade any or all of the Services, in its sole discretion, if any amount under an Order is due but unpaid until such time that all amounts due under such Order are paid in full. In addition to the amount due for the Services, Customer will be responsible for fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees. Additionally, Macroscope reserves the right to suspend Customer and/or its Authorized Users' access to the Services or any portion thereof at any time: (i) in the event that Macroscope suspects that Customer and/or any of its Authorized Users is using the Services in violation of this Agreement or in a manner that infringes any third party's intellectual property rights, or (ii) if Macroscope otherwise believes such action is reasonable to comply with any applicable law, regulation, or court order.

3.7. Operational Limits. Macroscope may, at any time and for any reason, limit, restrict, suspend, or terminate all or any portion of the Services (including by limiting or discontinuing certain features, functionality, or access), in its sole discretion. For paid subscriptions, Macroscope will provide reasonable advance notice of any change that materially reduces the core functionality of the Services and, if Macroscope discontinues the Services materially in their entirety during a paid Subscription Term, will refund any prepaid fees allocable to the unused portion of the Subscription Term.

4. LICENSE; OWNERSHIP

4.1. Customer Content License. Customer understands that the Services are designed to pull a copy of Customer Environment Content and upload it to the Services for the purpose of managing Customer's product development processes. As between the parties, Customer retains its ownership of all right, title, and interest in and to all Customer Environment Content and any content, material, or data that is uploaded, transmitted, or otherwise provided to the Services by or on behalf of, or at the direction of, Customer or its Authorized Users (collectively, the "Customer Content"), provided that Macroscope is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, right and license, including the right to sublicense to Macroscope's subcontractors and service providers solely as needed to provide the Services, to: (i) use, copy, host, store, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Customer Content (in whole or in part) for the purposes of operating and providing the Services to Customer and Customer's Authorized Users, (ii) access, copy, store, and use the Customer Environment Content to generate artifacts (such as code snippets, metadata such as repository names, and code summaries), logs, and performance data (collectively, "Artifacts"), and to collect, access, use, process, and analyze the Artifacts to troubleshoot, improve, and enhance the Services, and for other development, diagnostic, security, and corrective purposes, and (iii) with the exception of source code, use deidentified Customer Content to train Macroscope's models and improve the Services. Macroscope may use source code that is submitted from accounts enrolled in the open-source partner program to train, fine-tune, or improve its AI models, provided such use complies with the applicable open source license terms.

4.2. Customer Content Restrictions. The Customer Content (including the Customer Environment Content) made accessible on the Services is the sole responsibility of Customer. This means that Customer, and not Macroscope, is solely responsible for all Customer Content that is accessible through the Services, including its accuracy, completeness, and suitability. Customer acknowledges that Macroscope has no obligation to monitor or pre-screen Customer Content, although Macroscope reserves the right in its sole discretion to monitor, pre-screen, refuse, or remove any Customer Content from the Services, including if Macroscope believes it violates this Agreement or is otherwise objectionable. Customer further agrees, represents, and warrants that: (i) the Customer Content will not contain any content or material that is illegal, that violates, infringes, or misappropriates any third party's intellectual property rights, (ii) Customer and/or its Authorized Users will not provide or otherwise make available any Customer Content that contains any Personal Data, other than incidental personal data contained in development and project content (such as names, usernames, and business contact details appearing in repositories, commit metadata, issue trackers, and connected workspace tools), except if Customer enters into a DPA with Macroscope (contact [email protected] about negotiating and entering into a DPA); and (iii) Customer and/or its Authorized Users will not provide or otherwise make available any Customer Content that contains any Sensitive Information; provided that Customer Credentials provided through supported credential-management workflows of the Agent Services are not treated as Sensitive Information for this purpose, while credentials embedded in code, issues, uploads, or prompts remain prohibited. As used herein, "Personal Data" means any information that constitutes "personal data," "personal information," "personally identifiable information" or similar term as defined under applicable laws. As used herein, "Sensitive Information" means: (a) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act ("HIPAA") and its implementing regulations, (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard ("PCI DSS"), (c) Social Security numbers, Social insurance numbers, passport numbers, driver's license numbers, or other government-issued identification numbers, (d) financial account numbers, (e) online account credentials, (f) racial, ethnic or national origin; religious or philosophical beliefs; mental or physical condition, diagnosis, history, treatment or other health data; pregnancy; sex life, sexuality or sexual orientation; status as transgender or non-binary; citizenship; citizenship or immigration status; union membership; status as a victim of a crime; genetic, biometric, neural or biological data; personal information of children or teens; precise geolocation information; contents of communications to which Customer was not a party; or (g) other personal information governed by the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children's Online Privacy Protection Act. Customer acknowledges that Macroscope is not a business associate (as that term is defined under HIPAA) or a payment card processor. Customer acknowledges that the Services are not designed to be HIPAA or PCI DSS compliant. Macroscope reserves the right (but has no obligation) to review, refuse, and/or remove any Customer Content in its sole discretion, and to investigate and/or take appropriate action against Customer in Macroscope's sole discretion if Customer violates this Agreement or otherwise creates liability for Macroscope or any other third party with respect to Customer Content. Such appropriate action may include removing or modifying the Customer Content, terminating the Account in accordance with this Agreement, and/or reporting Customer and/or its Authorized Users to law enforcement authorities.

4.3. Data Privacy and Security. Macroscope will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Content against accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure. Customer shall ensure (and is solely responsible for ensuring) that it has given all notices to and obtained all consents and permissions from all relevant parties (including, without limitation, Authorized Users), and has reserved all rights, in each case, as may be required under applicable law or otherwise for Macroscope to process Customer Content to provide the Services and otherwise process Customer Content as contemplated by the Agreement.

4.4. Customer Content Data Storage. Customer acknowledges that while Macroscope may provide a back-up solution for the Results, Macroscope does not offer a back-up or archiving feature for any Customer Content on the Services, and that Customer assumes all risks associated with access and use of the Customer Content with the Services. For clarity, Macroscope is not obligated to back-up or store any of the Customer Content. Macroscope expressly disclaims all other obligations with respect to storage of such Customer Content. Following cancellation or termination of Customer's subscription, Macroscope will delete Customer Content within thirty (30) days, except for copies in routine back-ups (which are deleted in the ordinary course), copies subject to legal hold, and records Macroscope is required by law to retain.

4.5. Ownership. Except for the limited rights granted in this Agreement, Macroscope hereby retains all right, title, and interest, including all intellectual property rights, in and to the Macroscope Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY MACROSCOPE.

4.6. Feedback. Customer hereby grants to Macroscope and its affiliates a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose, and exploit without restriction all feedback and suggestions regarding the Macroscope Technology provided by Customer and/or its Authorized Users (collectively, "Feedback"), including, without limitation, any information about operating results, known or suspected bugs, errors, compatibility problems, suggested modifications, and user-desired features.

4.7. Usage Data. "Usage Data" means technical and operational data relating to the provision and use of the Services, such as logs, metrics, run status, latency and error data, and product-usage events, and does not include Customer Content. Macroscope may collect and use Usage Data for any lawful business purpose, including operating, maintaining, securing, monitoring, supporting, improving, and developing the Services, generating aggregated or deidentified analytics, billing, capacity planning, and enforcing this Agreement. As between the parties, Macroscope owns all Usage Data.

4.8. Publicity. Customer grants Macroscope a non-exclusive, royalty-free, worldwide license during the term of this Agreement to use Customer's name, logo, and trademarks (collectively, "Customer Marks") to identify Customer as a customer and/or user of the Services in Macroscope's sales and marketing materials, including on Macroscope's website and social media channels. Macroscope will use the Customer Marks in accordance with any trademark usage guidelines Customer provides to Macroscope in writing. All use of the Customer Marks, and all goodwill arising from that use, will inure solely to the benefit of Customer, and Macroscope acquires no right, title, or interest in or to the Customer Marks other than the limited license expressly granted in this Section. Macroscope will cease using the Customer Marks within a reasonable period following Customer's written request.

5. CONFIDENTIALITY

5.1. Definition. "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party in connection with this Agreement or otherwise obtained by the other party ("Receiving Party") that the Receiving Party knew or reasonably should have known was the confidential information of the Disclosing Party. Confidential Information shall not include information that (i) is publicly available through no fault of the Receiving Party, (ii) is independently developed by the Receiving Party, or (iii) is rightfully obtained by the Receiving Party from independent sources free from any duty of confidentiality. Confidential Information of Macroscope shall include the non-public parts of the Services and the terms and pricing in this Agreement, but not the fact that this Agreement has been signed, the identity of the parties, or the specific services purchased by Customer. Confidential Information of the Customer shall include all non-public Customer Content, including non-public, proprietary source code and any Artifacts derived from non-public Customer Content.

5.2. Obligations. All Confidential Information of the Disclosing Party shall be held in confidence by the Receiving Party, and the Receiving Party shall take reasonable steps to preserve the confidentiality of the Confidential Information. The Disclosing Party's Confidential Information shall not be used or disclosed by the Receiving Party for any purpose except (i) to exercise its rights or perform its obligations under this Agreement or (ii) as required by law, provided that the other party is given a reasonable opportunity to obtain a protective order and will use reasonable efforts to minimize such disclosure to the extent permitted by applicable law, and provided further that any information so disclosed shall retain its confidentiality protections for all other purposes. The Receiving Party shall limit its use of and access to the Disclosing Party's Confidential Information to only its employees or representatives who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Additionally, notwithstanding the foregoing, Macroscope may disclose Confidential Information to its third-party service providers in connection with the support, maintenance, provision, development, and making available of the Services, provided that such third-party service providers are subject to confidentiality obligations.

6. INDEMNIFICATION

6.1. By Customer. Customer shall indemnify, defend, and hold harmless Macroscope and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, the "Macroscope Entities") from and against any loss or damage (including reasonable attorney's fees) resulting from any third-party claim brought against Macroscope arising out of or relating to: (i) the Customer Content or Customer Environment, including, without limitation, any allegation that Customer breached Section 7.2 or that Macroscope's use of the Customer Content or Customer Environments in accordance with this Agreement infringes or misappropriates any third party's rights or violates applicable laws, (ii) Customer's or its Authorized Users' failure to use the Services in accordance with this Agreement, (iii) Customer's violation or alleged violation of Sections 1.4, 1.5 or 4.2, or (iv) any actions taken by Agents under Customer Credentials or at the direction of Customer or its Authorized Users. Macroscope will provide Customer with (a) prompt written notice of, (b) control over the defense and settlement of, and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, Macroscope will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Macroscope's own expense.

7. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

7.1. Macroscope Warranties. Macroscope warrants that (a) it has the authority to enter into this Agreement, and (b) during a paid Subscription Term, the Services will perform materially in accordance with the Documentation. As Customer's sole and exclusive remedy and Macroscope's entire liability for breach of clause (b), Macroscope will use commercially reasonable efforts to correct the non-conformance, and if Macroscope is unable to do so within thirty (30) days, either party may terminate the affected subscription and Macroscope will refund any prepaid fees for the unused portion of the Subscription Term.

7.2. Customer Warranties. Customer represents, warrants, and covenants that it has and will maintain during the term of the Agreement all necessary right, title, interest, authorizations, and permissions to: (i) grant rights to, access, use, provide access to, or permit Macroscope to access or use any Customer Content and/or Feedback, and (ii) access and permit Macroscope to access on Customer's behalf any Customer Environment.

7.3. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE MACROSCOPE TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY MACROSCOPE OR THROUGH THE SERVICES, INCLUDING RESULTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," (ii) THE MACROSCOPE ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, RELATING TO THE MACROSCOPE TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY MACROSCOPE OR THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE. THE SERVICES AND ALL MATERIALS, RECOMMENDATIONS, OR CONTENT MADE AVAILABLE THEREIN ARE FOR INFORMATIONAL PURPOSES ONLY. THE MACROSCOPE ENTITIES DO NOT WARRANT ANY THIRD-PARTY SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MACROSCOPE ENTITIES DO NOT WARRANT THAT THE MACROSCOPE TECHNOLOGY AND ANY OTHER MATERIALS, RECOMMENDATIONS, OR CONTENT MADE AVAILABLE THROUGH THE MACROSCOPE TECHNOLOGY (INCLUDING THE SERVICES) WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE MACROSCOPE TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND MACROSCOPE WILL HAVE NO LIABILITY FOR, MAKING ANY DECISIONS WITH RESPECT TO OR BASED UPON THE CONTENT OR OTHER INFORMATION RECEIVED BY CUSTOMER THROUGH THE SERVICES, INCLUDING ANY RESULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MACROSCOPE ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER'S OR ITS AUTHORIZED USERS' USE OF OR ACCESS TO THE MACROSCOPE TECHNOLOGY OR ANY OTHER MATERIALS OR CONTENT THAT IS MADE AVAILABLE BY MACROSCOPE OR THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER'S AND ITS AUTHORIZED USERS' USE OF THE MACROSCOPE TECHNOLOGY (INCLUDING THE SERVICES) AND ANY CONTENT OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM MACROSCOPE OR THROUGH THE MACROSCOPE TECHNOLOGY IS AT CUSTOMER'S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE MACROSCOPE ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S PROPERTY, INCLUDING ANY CUSTOMER ENVIRONMENTS USED IN CONNECTION WITH THE MACROSCOPE TECHNOLOGY OR ANY LOSS OF DATA OR CUSTOMER CONTENT.

7.4. Beta Features. FROM TIME TO TIME, MACROSCOPE MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MACROSCOPE'S SOLE DISCRETION. THE PROVISIONS OF SECTION 7.3 APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

7.5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE MACROSCOPE ENTITIES' TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING CAP, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR BREACH OF SECTION 5 (CONFIDENTIALITY) OR, IF APPLICABLE, THE DPA WILL NOT EXCEED TWO (2) TIMES THE AMOUNT OF THE GENERAL CAP DESCRIBED ABOVE. EXCEPT FOR ANY ACTION BY MACROSCOPE FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

8. GENERAL PROVISIONS

8.1. Dispute Resolution; Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE WAYS CUSTOMER CAN SEEK RELIEF.

8.1.1. Informal Resolution. Before initiating arbitration, the parties will first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute") informally. The party raising the Dispute will send a written notice describing it to the other party (to [email protected] for notices to Macroscope), and the parties will negotiate in good faith for at least thirty (30) days.

8.1.2. Agreement to Arbitrate. If the Dispute is not resolved within that period, the Dispute will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, rather than in court, except as set forth below. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted by a single arbitrator, seated in San Francisco County, California, and may be conducted by videoconference. The arbitrator's award may be entered in any court of competent jurisdiction.

8.1.3. Waiver of Jury Trial and Class Actions. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS, AND THE ARBITRATOR MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable as to a particular claim, that claim will be severed and resolved in court, but the remainder of this Section will remain in effect.

8.1.4. Equitable Relief; Small Claims. Either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in the state or federal courts located in San Francisco County, California for actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality rights.

8.1.5. Confidentiality. The existence and content of the arbitration, including any award, will be kept confidential by the parties except as necessary to enforce the award or as required by law.

8.2. Assignment. Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Macroscope may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

8.3. Force Majeure. Except for Customer's obligation to pay all fees due, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, or failure or outage of a third-party AI model provider or cloud infrastructure provider. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

8.4. Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subject to Section 8.1 (Dispute Resolution), Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts in San Francisco County, California for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

8.5. Modifications to this Agreement. Macroscope may modify this Agreement from time to time by giving notice to Customer through Macroscope's online user interfaces, by sending Customer an email to an e-mail address associated with Customer's Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement. In the event that the last e-mail address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, Macroscope's dispatch of the e-mail containing such notice will constitute effective notice of the changes to this Agreement described in the notice. Unless a shorter period is specified by Macroscope (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer's then-current Subscription Term or entry into a new Order. If Macroscope specifies that the modifications to this Agreement will take effect prior to Customer's next renewal or Order, and Customer notifies Macroscope in writing at [email protected] of Customer's objection to the modifications within thirty (30) days after the date of such notice, Macroscope (at its option and as Customer's exclusive remedy) will either: (i) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect), or (ii) allow Customer to terminate this Agreement and receive a pro-rata refund of any pre-paid Services subscription fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer's acceptance of such modified version.

8.6. Export Controls; Government Rights. Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Macroscope Technology or any technical information about the Macroscope Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export. Customer hereby represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. The Macroscope Technology is deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

8.7. Miscellaneous. This Agreement is the sole agreement of the parties concerning the subject matter hereof and supersedes all prior agreements and understandings with respect to said subject matter. In the event of any conflict between the terms of an Order and the terms of the T&Cs, the terms of the T&Cs will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the T&Cs. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of Macroscope to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted this Agreement. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Notices to Customer shall be sent to the address or e-mail address set forth on the Order. Notices to Macroscope shall be given to [email protected]. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, three (3) days after deposit in the mail, or upon confirmed dispatch if by e-mail. The relationship between the parties shall be that of independent contractors. Macroscope may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable, or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Customer consents to receive communications from Macroscope electronically, including by e-mail, through the Services, or by posting notices on the Services, and agrees that all agreements, notices, disclosures, and other communications Macroscope provides electronically satisfy any legal requirement that such communications be in writing.