Prophetic AI Corporation

END USER LICENSE AGREEMENT AND TERMS OF SERVICE

Version 1.0.0

This End User License Agreement and Terms of Service (the “Agreement”) is entered into as of the Effective Date by and between Prophetic AI Corporation, a Delaware corporation, ("Prophetic AI") and End User. Prophetic AI and End User are sometimes referred to herein individually as a “Party” or collectively as the “Parties”. The Parties hereby agree as follows:

BY REQUESTING ACCESS TO, DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING Prophetic AI PRODUCTS, END USER ACKNOWLEDGES AND AGREES THAT IT IS BOUND TO THIS AGREEMENT. REQUESTING ACCESS TO THE PRODUCTS CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF END USER DOES NOT ACCEPT ALL THE FOREGOING TERMS, DO NOT REQUEST ACCESS TO AND IMMEDIATELY CEASE USING OR ACCESSING THE PRODUCTS.

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TERMS OF SERVICE

1. Definitions

The following capitalized terms shall have the meanings set forth below. Other terms are defined elsewhere in this Agreement:

• “Administrative Data” means personally identifiable information about End User and its users that may be uploaded during registration or account administration and information provided during support requests.
• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• "Collector" means the lightweight software agent provided by Prophetic AI, deployable on physical servers, virtual machines, containers, or other network infrastructure within End User's environment, that extracts Network Telemetry and streams it to the Prophet Platform for processing and analysis.
• “Effective Date” means the date this Agreement first become binding on Prophetic AI and End User, which shall be the earliest of (i) the latest signature date set forth below, (ii) the date both parties otherwise agree to these Terms of Service, (iii) the date End User or its Affiliate places an Order under these Terms of Service, or (iv) the date on which End User first downloads, installs, registers, accesses, evaluates or otherwise uses any Product.
• “End User” means, as the context requires, in addition to the entity agreeing to this Agreement, any End User Affiliate that places an Order under this Agreement, or otherwise uses or accesses any Product hereunder on behalf of End User.
• "Credits" means the units of consumption used to measure End User's usage of the Products, including storage credits (measuring data ingestion, compression, and retention) and detection credits (measuring AI inference on unique external targets). Credit rates, tiers, and multipliers are set forth in the applicable Order.
• "Network Telemetry" means all network-derived data collected by Collectors and processed by Prophetic AI in connection with providing the Products. Network Telemetry includes session behavioral data (such as byte counts, packet counts, timing distributions, and connection density), protocol metadata (such as DNS queries, TLS parameters, HTTP headers, and certificate information), detection results, anomaly scores, entity classifications, and flow records. Network Telemetry does not include the content or payload of network communications. The specific categories of Network Telemetry are further described in Schedule A.
• "Managed Equipment" means any physical server, network tap, or other hardware owned by Prophetic AI and deployed at End User's premises to facilitate the collection and processing of Network Telemetry. Managed Equipment remains the property of Prophetic AI at all times and must be returned upon termination of this Agreement.
• “Order” means any purchase order or other ordering document (including a SOW) accepted by Prophetic AI or a reseller that specifies Trial Product(s) or Product(s) to be provided under this Agreement.
• "Product(s)" means the Prophetic AI security services offering(s) set forth in an Order that may consist of Collector(s), Managed Equipment, Software, Subscriptions, and/or Professional Services. Products are offered in tiers (including Prophet Detect, Prophet Enterprise, and Prophet for MSSPs), with specific capabilities and configurations as set forth in the applicable Order.
• "Prophet Platform" means Prophetic AI's self-hosted infrastructure, operated in co-located datacenters, used to receive, store, process, and analyze Network Telemetry collected by Collectors. The Prophet Platform hosts the AI detection models, data storage, analytics engine, and user interface through which Prophetic AI delivers the Products. Prophetic AI is responsible for the availability, performance, and security of the Prophet Platform.
• “Professional Services” means any services performed by Prophetic AI for End User pursuant to a statement of work (“SOW”), other Order, service brief or data sheet.
• "Software" means the Collector software and any other executable code provided by Prophetic AI for deployment within End User's environment, as set forth in the relevant Order, including any updates thereto furnished by Prophetic AI to End User under this Agreement.
• “Subscriptions” means subscription-based Software or services provided by Prophetic AI to End User for a fixed or recurring period, subject to subscription fees for each such period as set forth in the relevant Order.
• “Trial Products” mean the Products that Prophetic AI or its authorized resellers make available to End User for evaluation purposes.

2. Scope

1. This Agreement governs End User’s purchase and use of Prophetic AI Products, however they were acquired, including without limitation via a Prophetic AI authorized distributor, reseller, or strategic partner.
2. This Agreement covers all Prophetic AI Products but provisions regarding specific products or services shall be found in the attached or referenced Schedules and apply only to the extent that End User has purchased, accessed or used such Products or services.
3. Authorized Prophetic AI Resellers. For any Products acquired by End User through an authorized Prophetic AI reseller, the following provisions of these Terms of Service shall not apply: Sections 3.1 and 5.1-5.4. While Prophetic AI shall remain the “licensor” for purposes of the grant of the licenses and other rights hereunder, and End User shall remain the “licensee” for purposes of the obligations contained herein, End User shall contract directly with the authorized Prophetic AI reseller for the purchase of Products provided by such authorized Prophetic AI reseller.

3. Access and Use Rights

1. Managed Equipment. Where Prophetic AI deploys Managed Equipment at End User's premises as set forth in the applicable Order, such equipment shall remain the sole property of Prophetic AI. End User shall provide adequate power, rack space, and network connectivity for any Managed Equipment. End User shall not modify, relocate, or tamper with Managed Equipment without Prophetic AI's prior written consent. Upon termination of this Agreement, End User shall return all Managed Equipment to Prophetic AI within thirty (30) days.

2. Software License. This section 3.2 applies to Software only. Subject to the terms and conditions of these Terms of Service (including Prophetic AI's receipt of applicable fees), Prophetic AI grants to End User a nonexclusive, nontransferable, limited license to use the Software in accordance with the published specifications for the Product solely for End User’s internal use pursuant to the applicable Subscription/Order terms. Prophetic AI expressly reserves all other rights in the Software.

3. Subscriptions. This section 3.3 applies to Subscriptions only. Prophetic AI grants to End User a non-exclusive right to access the Subscriptions solely for End User’s internal use pursuant to the applicable Subscription/Order terms. The Subscriptions will commence on the Effective Date (or other applicable start date specified in the relevant Order) and will continue for the period set forth in the Order (the “Initial Subscription Term”). The Subscriptions will automatically renew at the end of the Initial Subscription Term and any subsequent term for a renewal term of one (1) year (each a “Renewal Subscription Term,” and together with the Initial Subscription Term, the “Subscription Term”) unless either party has provided written notice of nonrenewal of the applicable Subscription at least sixty (60) days prior to the end of the then-current term. All renewals are subject to payment of applicable subscriptions fees as set forth in Section 5 below. Prophetic AI expressly reserves all other rights to the Subscriptions.

4. Evaluation. Any Trial Products may only be used for evaluation during the evaluation period, not to exceed thirty (30) days (“Evaluation Period”) or such longer period as may be approved in writing by Prophetic AI in its sole discretion and solely for considering whether to purchase such Trial Products from Prophetic AI and not for any other purpose or any productive use. Any rights to use the Trial Products beyond the scope of these Terms of Service will be subject to a separate written agreement between Prophetic AI and End User. Prophetic AI may, at its option, provide reasonable support for the Trial Products to facilitate End User’s ability to evaluate such technology, but shall have no obligation to provide any such support. During the Evaluation Period, Prophetic AI may, at its sole discretion, limit certain functionality or features of the Trial Products. End User shall discontinue all use of and return such Trial Products at the end of the Evaluation Period unless the End User has properly procured the applicable Trial Products and converted them to Products hereunder. End User agrees that Prophetic AI may recover the Trial Products and/or invoice End User for their cost in the event End User fails to comply with this Section 3.4.

   NOTWITHSTANDING SECTIONS 8.2 (LIMITED WARRANTY), 9 (LIMITATION OF LIABILITY), AND SECTION 10 (DISCLAIMER), DURING THE EVALUATION PERIOD, THE TRIAL PRODUCTS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND Prophetic AI shall have no obligations with respect to the Products for the Evaluation Period. WITHOUT LIMITING THE FOREGOING, Prophetic AI AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO END USER THAT: (I) USE OF THE PRODUCTS DURING THE EVALUTION PERIOD WILL MEET ANY REQUIREMENTS; AND (II) USE OF THE PRODUCTS DURING THE EVALUATION PERIOD WILL BE UNINTERRUPTED, NON-INFRINGING, TIMELY, SECURE OR FREE FROM ERROR. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9 (LIMITATION OF LIABILITY), END USER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO Prophetic AI AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF ITS USE OF THE PRODUCTS DURING THE EVALUATION PERIOD, AND ANY BREACH BY END USER OF THIS AGREEMENT.

5. Restrictions. End User shall not (and shall not permit, encourage or assist any third party to): (i) copy, modify, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software or Subscriptions to human perceivable form or attempt to discover underlying source code, algorithms or techniques, except to the extent that such activities may not be prohibited under applicable law; (ii) sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Products to any third party; (iii) disclose any benchmarking, competitive analysis or other results obtained from any Product or use any Product or portion thereof to develop any similar item or any competitive products or services; (iv) use or remove the applicable Software or Subscriptions from any Managed Equipment on which or for which they are provided under the applicable Order; (v) attempt to disable or circumvent any license key, encryption or other security device or mechanism used in connection with the Products; (vi) remove or otherwise interfere with any portion of the Products designed to monitor End User’s compliance with this Agreement; or (vii) otherwise use the Products in any manner not authorized by the published specifications for the applicable Products. End User acknowledges that Software and Subscriptions may include license keys and other features that disable use at the end of the applicable license or Subscription Term, or once the service level set forth in the Order is met.

6. Proprietary Rights. The Software and Subscriptions are licensed and not sold. Prophetic AI shall retain ownership of all Software and Subscriptions and all intellectual property rights relating thereto, including but not limited to copyrights, patents, trade secret rights, trademarks and any other intellectual property rights therein. End User agrees that Prophetic AI may use and exploit without restriction any error reports, suggestions and other information provided by End User with respect to the Products and shall own any fixes, modifications, improvements and new versions made by Prophetic AI based on such information. The Products, documentation and other non-public information provided by Prophetic AI, and the terms of this Agreement, are confidential to Prophetic AI and shall not be disclosed by End User to any third party. Products may contain certain software or portions provided under terms and conditions different from this Agreement (such as open source or community source), which may be identified in a text file or about box or in a file or files referenced thereby, and End User agrees that such software or portions will be subject to such other terms and conditions to the extent inconsistent with this Agreement, or to the extent required by such other terms and conditions. All implied licenses are disclaimed, and all rights not expressly granted herein are reserved to Prophetic AI.

7. End User Proprietary Rights. Subject to the limited rights expressly granted hereunder, End User reserves all rights, title and interest in and to all Network Telemetry, including all related Intellectual Property Rights. As between End User and Prophetic AI, End User shall retain ownership of all Network Telemetry. No rights are granted to Prophetic AI under this Agreement other than the limited licenses expressly set forth in this Agreement. End User hereby grants to Prophetic AI and its authorized third-party service providers a perpetual, worldwide, nonexclusive, fully paid-up, royalty-free license to access, use, copy, distribute, perform, display and process Network Telemetry to provide, maintain, and improve the Products and services and otherwise perform its obligations under this Agreement and as otherwise directed, requested, or permitted in writing by End User.

8. Feedback. To the extent that End User provides Prophetic AI with any suggestions, ideas, enhancement requests, recommendations, or other feedback or information relating to the Products (collectively, “Feedback”), End User hereby grants to Prophetic AI and its Affiliates a fully paid-up, royalty free, worldwide, perpetual, irrevocable license to freely use, disclose, and otherwise exploit such Feedback, including but not limited to incorporation of the Feedback into future versions of the Products.

4. Network Telemetry Processing and Security

1. Network Telemetry Processing. Subject to the types of access delineated herein, End User acknowledges, consents to, and grants Prophetic AI the right, to the extent permitted by applicable law, to process and retain Network Telemetry received from the use of the Product for the following designated purposes: (i) providing service to the End User; (ii) analyzing, maintaining, and enhancing the functionality of Prophetic AI's products and services through the development and refinement of Prophetic AI detection algorithms and the training of artificial intelligence (AI) models; and (iii) complying with legal, regulatory, or contractual obligations.

   Federated Learning and Model Improvement. End User acknowledges and agrees that Prophetic AI uses federated learning and other machine learning techniques to continuously improve its detection models. As part of this process, aggregated behavioral patterns, statistical representations, and categorical metadata derived from Network Telemetry may be incorporated into detection models that serve all Prophetic AI customers. Prophetic AI does not share raw Network Telemetry, network content, or individually identifiable traffic records with other customers. Only learned model parameters and anonymized behavioral representations are used across customer environments. Upon installation of a Collector, Network Telemetry will immediately and continuously be streamed to the Prophet Platform, where it will be processed by Prophetic AI's detection models and included in federated training runs. To the extent that Network Telemetry incidentally contains data classified as personal data under applicable data protection law (such as IP addresses, hostnames, or usernames), Prophetic AI will process such data in accordance with Sections 4.2-4.8 and the Data Processing Agreement ("DPA") available at https://prophetic.ai/dpa. Should any discrepancies arise between the stipulations of this Agreement and the DPA, the terms outlined in the DPA will take precedence.

2. Default Access. End User hereby authorizes and directs Prophetic AI to store, process, retrieve, and disclose the Network Telemetry for the purpose of providing the Product to End User or otherwise meeting its obligations hereunder and as otherwise required by law. Prophetic AI may monitor and access: (i) system stability data, including uptime statistics for various processes; hardware, software and network failure indicators; and backtrace and call stack data; (ii) interface data; and (iii) threat detection information, including: (I) the number, type and score of each threat detection instance (based on Prophetic AI proprietary metrics); (II) the attribution of each threat detection to an End User host or account; and (III) the score for each anonymized host or account.

3. Optional User Experience Data Access. As set forth in the Order or as End User otherwise elects during the installation, configuration or use of the Products, Prophetic AI may (in addition to the Network Telemetry set forth in Section 4.2) receive anonymized user experience data, including the last login time; the frequency of logins; and user interface clickstream data.

4. Data Processor. To the extent Prophetic AI processes data classified as personal data under applicable data protection law on behalf of End User, it shall do so only in furtherance of providing the Products to End User pursuant to this Agreement and as permitted by applicable law.

5. Confidentiality. Prophetic AI will ensure that personnel it authorizes to process Network Telemetry have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

6. Sub-Processors. End User authorizes Prophetic AI to engage sub-processors, as described in the applicable Product documentation for the relevant Product and listed at https://prophetic.ai/sub-processors, to process Network Telemetry. In the event Prophetic AI engages any new sub-processor it will: (i) update the applicable documentation; (ii) notify End Users that have opted in to receive compliance notification of such change to give End User the opportunity to object to such subprocessing; (iii) impose appropriate contractual obligations upon the sub-processor that are no less protective than this Section 4; and (iv) remain responsible for the sub-processor’s compliance with this Agreement and for any acts or omissions of the sub-processor that cause Prophetic AI to breach any of its obligations under this Agreement. If End User objects to a new sub-processor, it must do so in writing within fifteen (15) days of such update and Prophetic AI will then endeavor to offer alternate options for the delivery of Products that do not involve the new sub-processor without prejudice to any of End User’s termination rights.

7. Security. Prophetic AI has implemented practices and policies to maintain appropriate organizational, physical and technical measures to safeguard the confidentiality and security of Network Telemetry and any incidentally contained personal data to comply with applicable laws. Security and Compliance documentation can be found at https://prophetic.ai/security.

8. Security Incident Notification. “Security Incident” means any unauthorized access to any Network Telemetry stored on Prophetic AI equipment or in Prophetic AI's facilities, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Network Telemetry that compromises the privacy, security or confidentiality of such Network Telemetry. In the event of a Security Incident, Prophetic AI will without undue delay: (i) inform End User of the Security Incident; (ii) investigate and provide End User with detailed information about the Security Incident; and (iii) take reasonable steps to mitigate the effects and minimize any damage resulting from the Security Incident as required by applicable law.

9. Regulatory Assistance. To the extent that Network Telemetry incidentally contains personal data subject to applicable data protection law, Prophetic AI shall provide reasonable assistance to End User to comply with its obligations regarding data subject rights and any other legal requirements, as appropriate, considering the nature of the data processing and the information available to Prophetic AI.

10. Data Retention. Prophetic AI shall process and retain Network Telemetry no longer than necessary for the purposes for which it is processed or as supported by End User's purchased storage credits. Upon termination of this Agreement, Prophetic AI shall, upon End User's request, delete Network Telemetry that is no longer necessary to carry out any of the purposes under Section 4.1.

11. International Transfer of Data. Network Telemetry may be transferred to and processed in Prophetic AI's co-located datacenter facilities, which may be located outside of the country where End User operates. To the extent that Network Telemetry contains data subject to European Economic Area, United Kingdom, or Swiss data protection law, Prophetic AI will comply with applicable requirements regarding the transfer, retention, and processing of such data, including the execution of Standard Contractual Clauses where applicable.

12. Administrative Data Access Consent. Prophetic AI may use End User Administrative Data for the following purposes: (a) to inform End User about products, seminars and services Prophetic AI believes may be of interest to End User; (b) to contact End User if Prophetic AI needs to obtain or provide additional information; and (c) to verify the accuracy of Prophetic AI’s records. Prophetic AI may use web analytics and cookies as set forth in the Prophetic AI Privacy Policy available online at https://prophetic.ai/privacy, which Prophetic AI may amend from time to time in compliance with applicable laws and regulations. To the extent that such data is subject to applicable data protection law, Prophetic AI will process it in accordance with Sections 4.2-4.8.

13. End User Conduct; Compliance. End User is responsible for use of the Products by its Affiliates and other users and for their compliance with this Agreement. End User is solely responsible for the accuracy, quality, legality, reliability and appropriateness of all Network Telemetry, and for providing any notices and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use and disclose the Network Telemetry; and (ii) to allow Prophetic AI to access the Network Telemetry. End User shall ensure that End User is entitled to make Network Telemetry accessible to Prophetic AI so that Prophetic AI and its service providers may lawfully use, process and transfer the Network Telemetry in accordance with this Agreement on End User’s behalf. End User will promptly notify Prophetic AI if it becomes aware of any unauthorized use of or access to End User’s account or the Products.

14. Data Protection by End User. End User represents and warrants that End User's use of the Products complies with all applicable laws, including those related to data privacy, data security, and international communications and that End User has obtained all consents necessary for Prophetic AI to engage in data processing under this Agreement. Submission or provision of Network Telemetry to Prophetic AI shall be at End User's own risk, and Prophetic AI assumes no responsibility or liability for receipt of such Network Telemetry.

15. Network Authorization. End User represents and warrants that it owns or has obtained all necessary authorizations, permissions, and legal rights to monitor the networks to which End User connects any Collector or Product, and to transmit Network Telemetry from such networks to Prophetic AI. End User shall not deploy Collectors on any network or system for which it does not have lawful monitoring authority. End User shall indemnify and hold Prophetic AI harmless from any claims arising from End User's unauthorized monitoring of networks.

5. Fees and Payments

1. Fees. End User will pay the fees for Products to Prophetic AI as set forth in the applicable Order. Subscription fees may be modified by Prophetic AI for each renewal period by written notice to End User at least thirty (30) days prior to the end of the then-current period.
2. Invoicing. All Subscription fees and maintenance fees invoiced by Prophetic AI shall be payable by End User prior to the start of the applicable Subscription and maintenance period. Any fees for Managed Equipment shall be invoiced as set forth in the applicable Order. All other amounts will be invoiced as set forth in the Order, or if not specified, prior to commencement of the applicable licenses, services or renewals.
3. Payments. Any payments to Prophetic AI shall be due and payable within thirty (30) days after the date of invoice by Prophetic AI. Without limiting any other remedies, past due amounts shall be subject to a monthly charge of one and one-half percent (1½%) per month of the unpaid balance or the maximum rate allowable by law, whichever is less.
4. Taxes. Amounts payable to Prophetic AI under this Agreement are payable in full to Prophetic AI without reduction for taxes (including any withholding tax) or customs duties. In addition, End User shall be responsible for all taxes (including, without limitation, consumption sales, use, value-added and similar taxes) and customs duties paid or payable, however designated, levied, or based on amounts payable to Prophetic AI hereunder and any associated penalties, fines and attorneys’ fees, but exclusive of United States federal, state and local taxes based solely on Prophetic AI’s net income.
5. Usage Based Billing. Fees which are paid for by usage (e.g., storage credits, detection credits, or other consumption metrics as defined in the applicable Order) may be reconciled with actual usage at Prophetic AI's discretion. Prophetic AI reserves the right to perform true-up reconciliation and charge for any usage above the volume purchased.
6. Future Functionality. End User agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Prophetic AI regarding future functionality or features.
7. Suspension of Account for Failure to Pay. Prophetic AI reserves the right to suspend End User’s account, in addition to all its other rights and remedies, in the event that End User’s account becomes overdue and is not brought current within ten (10) business days following notice of past due account from Prophetic AI. Such notice may be sent by email.

6. Term and Termination

This Agreement shall commence as of the Effective Date and shall continue with respect to each Order until the end of the applicable Order term, unless earlier terminated. Either party may terminate this Agreement (or an applicable Order) in the event of breach by the other party that is not cured within thirty (30) days after notice (or ten (10) days for breach of payment or license restrictions). Prophetic AI may terminate this Agreement immediately upon End User becoming insolvent or generally failing to pay its debts as they become due, or commencing or becoming subject to reorganization, insolvency or liquidation proceedings or ceasing to conduct business in the ordinary course. Upon termination, all licenses and Subscriptions shall terminate, and End User shall return and cease all use of the Software and Subscriptions. Sections 3, 4.9, 4.10, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16, Schedule S (Sections 3-6) and all payment obligations accruing prior to termination, will survive.

7. Service Levels

1. Availability. Prophetic AI shall use commercially reasonable efforts to make the Prophet Platform available 99.9% of the time during each calendar month, excluding scheduled maintenance windows ("Uptime Commitment"). Availability is measured as the percentage of total minutes in a calendar month during which the Prophet Platform is operational and accessible.
2. Scheduled Maintenance. Prophetic AI may perform scheduled maintenance on the Prophet Platform from time to time. Prophetic AI will provide End User with reasonable advance notice of scheduled maintenance that is expected to materially affect availability. Scheduled maintenance windows are excluded from the Uptime Commitment calculation.
3. Service Credits. If Prophetic AI fails to meet the Uptime Commitment in any calendar month, End User may request a service credit equal to the pro-rata portion of the monthly Subscription fee corresponding to the period of unavailability, up to a maximum of thirty (30) percent of the monthly fee for the affected month. Service credits must be requested in writing within thirty (30) days of the end of the affected month and are End User's sole and exclusive remedy for failure to meet the Uptime Commitment.
4. Exclusions. The Uptime Commitment does not apply to: (i) failures caused by End User's equipment, software, or network connections; (ii) force majeure events as described in Section 15; (iii) failures resulting from End User's actions or inactions in violation of this Agreement; or (iv) features or services identified as beta, preview, or evaluation.

8. Warranty

1. Mutual Warranty. Each party represents and warrants that: (i) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (ii) it shall comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations hereunder.
2. Limited Warranty.
   1. Prophetic AI warrants that: (i) any Managed Equipment shall be free from defects in material and workmanship for ninety (90) days from the date of deployment; (ii) the Software will substantially conform to Prophetic AI's published specifications for ninety (90) days from the date of deployment; and (iii) the Subscriptions shall perform materially to published specifications for the Product.
   2. As End User's sole remedy and Prophetic AI's exclusive liability with respect to breach of warranty in this Section 8.2, Prophetic AI shall, at Prophetic AI's sole option, repair or replace the defective Managed Equipment, or correct the Software or the Subscriptions, as applicable. All warranty claims must be made on or before the expiration of the applicable warranty period and the defect must not be due to accident; unusual physical, electrical or electromagnetic stress; neglect; modification, alteration or misuse; or failure to properly install, operate and maintain in accordance with the manufacturer's specifications.
3. Return Procedures. Prior to return of any Managed Equipment, End User will execute and report the results of any tests or diagnostics specified by Prophetic AI and obtain authorization from Prophetic AI prior to shipment. Returns are to be shipped by End User, freight prepaid, to Prophetic AI's designated facility, so that they are received within two (2) weeks of obtaining authorization. Any Managed Equipment damage attributable to End User negligence or misuse is subject to charges at Prophetic AI's then-current rates.

9. Limitation of Liability

IN NO EVENT SHALL Prophetic AI BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING COSTS OF PROCUREMENT OF SUBSTITUTE GOODS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Prophetic AI’S TOTAL LIABILITY ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS WILL NOT EXCEED THE AMOUNT PAID FOR THE RESPECTIVE PRODUCTS TO WHICH THE CLAIM RELATES, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.

10. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Prophetic AI AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. END USER ACKNOWLEDGES THAT Prophetic AI DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING SERVICE PROVIDERS.

SECURITY DETECTION DISCLAIMER. THE PRODUCTS ARE DESIGNED TO DETECT CERTAIN POST-BREACH NETWORK THREATS, INCLUDING COMMAND-AND-CONTROL COMMUNICATIONS, LATERAL MOVEMENT, AND DATA EXFILTRATION. THE PRODUCTS DO NOT GUARANTEE THE DETECTION OF ALL SECURITY THREATS, THE PREVENTION OF DATA BREACHES, RANSOMWARE ATTACKS, OR UNAUTHORIZED ACCESS, OR PROTECTION AGAINST ALL ATTACK VECTORS. AI DETECTION MODELS MAY PRODUCE FALSE POSITIVES (INCORRECTLY IDENTIFYING BENIGN ACTIVITY AS MALICIOUS) AND FALSE NEGATIVES (FAILING TO IDENTIFY ACTUAL THREATS). END USER ACKNOWLEDGES THAT NO SECURITY PRODUCT CAN PROVIDE ABSOLUTE PROTECTION AND THAT THE PRODUCTS ARE ONE COMPONENT OF A COMPREHENSIVE SECURITY STRATEGY. Prophetic AI SHALL NOT BE LIABLE FOR ANY SECURITY BREACH, DATA LOSS, OR DAMAGE THAT THE PRODUCTS FAIL TO DETECT OR PREVENT.

11. Indemnity

1. Prophetic AI’s Obligation. End User agrees that Prophetic AI has the right to defend, or at its option to settle, and Prophetic AI agrees, at its own expense, to defend or at its option settle, any third-party claim, suit or proceeding (collectively, “Action”) brought against End User alleging the Products infringe any United States patent in existence as of the Effective Date, subject to the limitations set forth herein. Prophetic AI will have sole control of any such Action or settlement negotiations, and Prophetic AI agrees to pay, subject to the limitations set forth herein, any final judgment entered against End User on such issue in any such Action defended by Prophetic AI. End User agrees that Prophetic AI will be relieved of the foregoing obligations unless End User notifies Prophetic AI promptly in writing of such Action, gives Prophetic AI authority to proceed as contemplated herein, and gives Prophetic AI proper and full information and assistance to settle and/or defend any such Action.
2. End User Indemnity. End User will defend any action brought against Prophetic AI, its Affiliates, and its and their respective employees, contractors, agents, officers and directors to the extent based upon a third-party claim arising from or otherwise related to: (i) the Network Telemetry; or (ii) any use of the Product by End User not authorized under this Agreement or in violation of law and will pay any costs, damages and reasonable attorneys’ fees attributable to such Action that are finally awarded against Prophetic AI or agreed upon by End User in settlement.
3. Remedies. If it is adjudicatively determined, or if Prophetic AI believes, that the Products or any part thereof, infringe any patent, copyright or trademark, or if the sale or use of the Products, or any part thereof, is, as a result, enjoined, then Prophetic AI may, at its election, option and expense: (i) procure for End User the right under such patent, copyright or trademark to sell or use, as appropriate, the Products or such part thereof; (ii) replace the Products, or part thereof, with other noninfringing suitable Products or parts; (iii) suitably modify the Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by End User for such Products less a reasonable amount for use and damage. Prophetic AI will not be liable for any costs or expenses incurred without its prior written authorization, or for any installation costs of any replaced Products.
4. Exclusions. Prophetic AI shall have no obligations under this Section 11 if the Action is based upon or arises out of: (i) any modification to the Product not made by Prophetic AI; (ii) any combination or use of the Product with or in any third-party software, hardware, process, firmware, or data, to the extent that such claim is based on such combination or use; (iii) End User’s continued use of the allegedly infringing Product after being notified of the infringement claim or after being provided a modified version of the Product by Prophetic AI at no additional cost that is intended to address such alleged infringement; (iv) End User’s failure to use the Product in accordance with the applicable Product specifications; and/or (v) End User’s use of the Product outside the scope of the rights granted under this Agreement.
5. Exclusive Remedy. THE REMEDIES SPECIFIED IN THIS SECTION CONSTITUTE END USER’S SOLE AND EXCLUSIVE REMEDIES, AND Prophetic AI’S ENTIRE LIABILITY, WITH RESPECT TO ANY INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

12. Confidentiality

1. Confidential Information. The term “Confidential Information” includes all information, software and data furnished by either party and with respect to the either party includes information furnished by the disclosing party (the “Discloser”) to the other party (the “Recipient”), whether in oral, written, graphic or machine readable form, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation materials, documentation, designs, improvements, formulae, discoveries, inventions, networks, concepts, ideas, technical information and procedures, legal, financial or business affairs, markets, products, key personnel, suppliers, policies or operational methods, plans for future developments for the business of the Discloser, and all other information disclosed to the Recipient by the Discloser that is not readily available to the public, and all copies of the foregoing. In addition to the foregoing, Confidential Information of Prophetic AI will also include (i) all information relating to the Products, including but not limited to information relating to the performance, reliability, and stability of the Products (including availability, uptime, and performance benchmarks), operation of the Products, knowhow, techniques, processes, ideas, algorithms, and Product design and architectures, and all documentation related to the Products.
2. Non-Confidential Information. Notwithstanding the foregoing, Confidential Information will not include information that: (i) has entered the public domain through no action or failure to act of the Recipient; (ii) prior to disclosure hereunder was already lawfully in Recipient’s possession without any obligation of confidentiality; (iii) subsequent to disclosure hereunder is obtained by the Recipient on a non-confidential basis from a third party who has the right to disclose such information to the Recipient; (iv) is approved in writing by the Discloser for disclosure by the Recipient; (v) is provided by the Discloser to a third party without a confidentiality restriction; or (iv) is independently developed by the Recipient without reference to the Discloser’s Confidential Information.
3. Obligations of Non-Disclosure. The Recipient will safeguard the Confidential Information of the Discloser with at least the same degree of care that it utilizes to safeguard its own Confidential Information of like kind, but in any event not less than a reasonable degree of care. The Recipient agrees (a) not to disclose the Confidential Information of the Discloser to any third parties (except for its employees, Affiliates, subcontractors, or professional advisors who are bound by an obligation of confidentiality no less restrictive than this provision) in the breach of the foregoing sentence, and (b) to use the Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement. The Recipient will not remove or alter any copyright, trademark, service mark or other proprietary rights notice attached to or included in any Confidential Information furnished by Discloser.
4. Return of Confidential Information. Each Recipient will destroy or return to Discloser all Confidential Information of the Discloser that the Recipient possesses upon the expiration or termination of this Agreement; provided, however, that to the extent that copies of Confidential Information are contained in the Recipient’s off-site backup data storage archives and are not readily accessible for deletion, the Recipient will not be obligated to delete such copies so long as it does not willfully attempt to access such Confidential Information and continues to comply with the confidentiality restrictions set forth herein.
5. Compelled Disclosure. If the Recipient is compelled by law, regulation or a court of competent jurisdiction to disclose any of the Discloser’s Confidential Information then, to the extent permitted by law, the Recipient will promptly notify the Discloser so that it may seek a protective order or other appropriate remedy. The Recipient will provide reasonable cooperation at the Discloser’s expense in seeking such order or other remedy. If disclosure is ultimately required, the Recipient will furnish only that portion of the Confidential Information that is legally required, exercise reasonable efforts to obtain assurance that it will receive confidential treatment and will continue to treat such Confidential Information in accordance with its obligations under this provision.
6. Injunctive Relief. Each party acknowledges that the Discloser may be irreparably harmed if Recipient’s obligations hereunder are not specifically enforced, and that Discloser may not have an adequate remedy at law in the event of an actual or threatened violation hereof. The Recipient agrees that Discloser, in addition to any of its other available rights and remedies, will be entitled to seek equitable relief, including injunction (with no requirement to post a bond or other security or to prove actual damages) to prevent breaches or threatened breaches of this Section 12 by the Recipient or any of its representatives and to seek specific performance of the terms of this of this provision.

13. Governing Law; Disputes

This Agreement is governed by Delaware law, excluding its choice of laws rule. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded and shall not apply. Any dispute or claim arising out of or related to this Agreement, or breach or termination thereof, shall be subject to exclusive jurisdiction, forum and venue of the state and federal courts in New Castle County, Delaware, and the parties agree and submit to the personal and exclusive jurisdiction of these courts. This Agreement and all proceedings shall be in the English language only.

14. Export; FCPA

Products may not be exported without prior written consent of Prophetic AI. End User warrants and hereby gives written assurance to Prophetic AI that End User will comply with all U.S. and foreign export and re-export restrictions applicable to the Products, documentation and technical information provided hereunder. End User warrants that it shall comply with the Foreign Corrupt Practices Act (“FCPA”) in all dealings with, by, for or on behalf of Prophetic AI, and shall not offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind that would or could be construed as an illegal or corrupt practice.

15. Force Majeure

Prophetic AI shall not be responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond its reasonable control.

16. Miscellaneous

This Agreement and the rights hereunder may not be assigned or otherwise transferred, either directly or indirectly, by End User without the prior written consent of Prophetic AI. This is the entire agreement between the parties relating to the subject matter hereof and no waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term herein shall in no way be construed as a waiver of any other term or breach. This Agreement supersedes all pre-printed terms and conditions in any purchase order or other business forms submitted by End User and any terms which are inconsistent with the terms of this Agreement are explicitly rejected. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement may be executed counterparts, each of which will be considered an original, including by facsimile or other electronic form. In the event of a conflict or inconsistency among the documents governing the Products, the order of precedence shall be the applicable: (i) SOW; (ii) Order; (iii) any exhibit, schedule or addendum to this Agreement; and (iv) body of this Agreement.

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SPECIAL TERMS AND CONDITIONS

• Schedule A – Prophet
• Schedule S – Professional Services
• Exhibit A – Support Services

By requesting access to, downloading, installing, or using the Products, End User acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. This Agreement is effective as of the date End User first requests access to or uses any Product.

Prophetic AI Corporation 254 Chapman Rd, Ste 208 #903 Newark, Delaware 19702 privacy@prophetic.ai

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SCHEDULE A – PROPHET

In addition to the End User License Agreement and Terms of Service, which govern this Schedule A, the following terms apply to Prophet:

1. Special Definitions

For the purpose of this Schedule only, the following terms shall have the following meanings:

• Network Telemetry Categories. As referenced in the Network Telemetry definition in Section 1 of the Terms of Service, the following categories describe the specific types of Network Telemetry collected and processed by Prophet:
  • Session Telemetry: Statistical and behavioral descriptors of network sessions, including byte counts, packet counts, timing distributions, connection density, and other aggregated metrics that characterize the shape of network communications.
  • Protocol Telemetry: Fields extracted from network protocols, including DNS queries and responses, HTTP headers, TLS handshake parameters (including SNI and certificate information), SMB transactions, RDP sessions, Kerberos authentications, LDAP interactions, and SSH connection data.
  • Detection Telemetry: Indicators, scores, anomaly signals, and behavioral patterns identified by Prophetic AI's detection models that are used for threat identification and analysis.
  • Scoring and Classification Data: Host and account scoring metrics, entity classification data, flow records, and infrastructure mapping data used for behavioral analysis and threat assessment.
  • Analytical Data: Logs of actions, annotations, and observations recorded by analysts during threat investigation and response.
• "Prophet" means Prophetic AI's AI-native network threat detection and response platform. Prophet's core is its AI detection engine — transformer-based models trained via federated learning across diverse network environments to identify post-breach threats including command-and-control communications, lateral movement, and data exfiltration. The platform collects Network Telemetry via Collectors, processes and stores it in the Prophet Platform, and continuously applies its AI models for real-time threat detection. The platform includes data storage, search and analytics capabilities, threat detection and alerting, and investigation tools.

2. Data Sharing and Access to Threat Detection Data

In addition to Section 4.1 of the Terms of Service, Prophetic AI may access, process, and retain Network Telemetry transferred on networks to which End User connects any Product or Collector for purposes of providing service to End User, product improvement, analysis, and evaluation, including the Network Telemetry and detection details.

3. Storage of Data

• Rolling Retention. The volume of Network Telemetry retained by Prophetic AI is determined by the storage credits purchased by End User as set forth in the applicable Order. Prophetic AI operates a rolling retention model: data is retained for as long as End User's purchased storage credits support the corresponding storage volume. When storage capacity is reached, the oldest data will be automatically purged to accommodate new incoming data. End User is responsible for purchasing sufficient storage credits to maintain the desired retention depth.
• Detection Model Context Window. End User acknowledges that Prophetic AI's detection models operate on a temporal context window and require a sufficient volume of historical data to achieve optimal detection accuracy. If End User's purchased storage credits result in a retention period shorter than the detection model's context window, detection performance may be reduced. Prophetic AI recommends maintaining storage credits sufficient to support the model's full context window as described in the Product documentation.
• Operational Use. Prophetic AI may retain anonymized or aggregated data beyond the active retention window for the purpose of improving its products and services, including refining AI models and detection mechanisms, in compliance with applicable laws and the Data Processing Agreement.
• Data Privacy. Prophetic AI is committed to balancing operational needs and service improvement with adherence to data privacy standards and End User-defined storage preferences.

4. End User Administrator and Grant of Access

An Administrator at End User must provide Prophetic AI with consent to access the Network Telemetry. Consent may be revoked at any point by End User with no involvement from Prophetic AI. Revoking consent will stop the flow of Network Telemetry to Prophetic AI and disrupt delivery of the Product or services until consent is once again granted.

5. Deletion of Network Telemetry Following Termination

Prophetic AI shall have no obligation to maintain or provide any Network Telemetry after termination of the Agreement, and, unless legally prohibited, shall be entitled to delete all Network Telemetry in its systems or otherwise in its possession or under its control after thirty (30) days. Upon notice from End User, Prophetic AI will securely destroy all Network Telemetry from its systems within one hundred eighty (180) days of the date of receipt of such notice and will notify End User upon completion of such destruction; provided that Prophetic AI may retain copies of such Network Telemetry as required by law or backup policies.

6. Over Usage

As set forth in the applicable Order, End User subscribes to use Prophet until it exceeds either the purchased volume of storage credits and detection credits or the applicable Subscription Term, whichever occurs first. In accordance with Section 5.5 of the Agreement, Prophetic AI reserves the right to perform true-up reconciliation and charge for any usage above the volume purchased. End User's usage will be calculated based on the consumption metrics specified in the applicable Order (e.g., storage credits consumed, detection credits consumed). In the event End User's usage exceeds the subscribed volume, End User agrees to pay fees for over usage in accordance with the then-current applicable rates, unless otherwise set forth in the applicable Order.

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SCHEDULE S – PROFESSIONAL SERVICES

In addition to the End User License Agreement and Terms of Service, which govern this Schedule S, the following terms apply to Professional Services:

1. Special Definitions

For the purpose of this Schedule only, the following terms shall have the following meanings:

• “Change Order” means any change to a SOW as described in the “Change Orders” section below. Change Orders will be deemed incorporated by reference into the applicable SOW.
• “Content” means any report documentation, software, program, script, content, audio or visual material, images, digital media, or other materials of any type.
• “Deliverable” means any Content to the extent expressly identified as a deliverable in an applicable SOW (in any medium and in any stage of development or completion) provided or created by Prophetic AI (including by any of its employees, agents or subcontractors) alone or jointly with others.
• “Services” means work performed by Prophetic AI, its Affiliates, or their respective permitted subcontractors under a SOW, including but not limited to the provision of any Deliverables specified in an applicable SOW.
• “Statement of Work” or “SOW” means a document describing Services to be provided hereunder that is entered into between End User and Prophetic AI. SOWs will be deemed incorporated herein by reference.

2. Delivery of Services

Prophetic AI will provide the Services, including any Deliverables listed in the applicable SOW, in accordance with the Agreement and the applicable SOW.

3. Acceptance of Deliverables

To the extent the Services include any Deliverables under an applicable SOW, upon completion of each Deliverable, Prophetic AI will submit a complete copy to End User. End User will review and test all Deliverables in accordance with such SOW pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable within ten (10) business days after Prophetic AI’s submission of the Deliverable or such other time period as may be defined in the applicable SOW (the “Acceptance Period”). End User will provide Prophetic AI with written notification of acceptance for each Deliverable before the end of the Acceptance Period; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If End User, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, End User must so notify Prophetic AI in writing during the Acceptance Period, specifying the deficiencies in detail. Prophetic AI will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to End User as soon as practicable. End User will again review and test the Deliverable against the agreed-upon acceptance criteria and detail any deficiencies to Prophetic AI in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW after its second resubmission to End User, End User may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to Prophetic AI for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to End User’s executive sponsor for the project associated with the SOW and the Prophetic AI Vice President); or (ii) terminate the relevant SOW immediately upon written notice and recover all Services fees paid under such SOW for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirements.

4. Change Orders

Changes to a SOW will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule.

5. Fees

End User will pay Prophetic AI for the Services at the rates specified in the applicable SOW, or if no rate is specified in the SOW, Prophetic AI’s standard rates in effect at the time the SOW is executed.

6. Expenses

End User will reimburse Prophetic AI for reasonable travel and out-of-pocket expenses incurred in connection with the Services.

7. End User Intellectual Property

End User hereby grants Prophetic AI such licenses as may be required for Prophetic AI to perform its obligations hereunder, and End User does not grant to Prophetic AI any other rights in or to End User’s intellectual property except as set forth in an applicable SOW or as otherwise agreed to in writing.

8. Warranty

Prophetic AI warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the above warranty, End User’s exclusive remedy and Prophetic AI’s entire liability will be the re-performance of the applicable Services. If Prophetic AI is unable to reperform the Services as warranted, End User will be entitled to recover the Services fees paid to Prophetic AI for the deficient Services. End User must make any claim under the foregoing warranty to Prophetic AI in writing within ninety (90) days of performance of such Services in order to receive warranty remedies.

9. Disclaimer

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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EXHIBIT A – SUPPORT SERVICES

In addition to the End User License Agreement and Terms of Service, which govern this Exhibit A, the following terms apply to Support Services:

1. Special Definitions

For this Exhibit only, the following terms shall have the following meanings:

• “Error” means a reproducible programming error in the Software which significantly degrades the Software as compared to Prophetic AI’s published performance specifications. Correction may be provided by patch, correction in the next Update, work-around or avoidance procedure, or other resolution to remedy the Error.
• “Support” means technical support telephone or email assistance provided by Prophetic AI to a designated End User support contact during normal business hours concerning the installation and use of the Products.
• “Update” means a maintenance release of the Software designated as such by Prophetic AI and released on a general, regularly scheduled basis as part of standard maintenance to Prophetic AI's other End Users for the same version of the Software without additional charge.

2. Support Term

Support service as set forth in this Exhibit A (“Support Services”) commence on the Effective Date (or other applicable start date specified in the Order) and will continue until the end of the applicable Subscription Term. If End User elects not to renew Support Services or fees are not kept current, End User may re-enroll only upon prior written consent of Prophetic AI and payment of the applicable Subscription fee for the coming period and all fees that would have been paid had End User not discontinued Support Services.

3. Support Services

For so long as End User is current in the payment of all Subscription fees, the following Support Services will be made available during the applicable Subscription Term: (i) Updates released during the Subscription Term, and (ii) Error resolution assistance for Errors in the Software reported by End User during the Subscription Term, as further described below. Support Services will be provided only with respect to the then current version of the Software and only for active Subscriptions. Prophetic AI shall have no obligation to provide Support Services for: (i) altered or damaged Software or any portion of the Software incorporated with or into other software; (ii) Products problems caused by End User’s negligence, abuse or misapplication, use of the Products other than as specified in Prophetic AI’s user manual or other causes beyond the control of Prophetic AI; or (iii) Software or Subscriptions installed or used on any hardware that is not supported by Prophetic AI. Support requests may be submitted online 24/7 at support.prophetic.ai. For Error resolution assistance, Prophetic AI will use commercially reasonable efforts to correct any Error reported by End User in the Software attributable to Prophetic AI, employing a level of effort commensurate with the severity of the Error, provided, however, that Prophetic AI shall have no obligation to correct all errors in the Software.

4. End User Responsibilities

End User is responsible for providing sufficient information and data to allow Prophetic AI to readily reproduce all reported Errors. If Prophetic AI believes that a problem reported by End User may not be due to an Error in the Software or cannot be readily reproduced Prophetic AI will so notify End User. End User shall document and promptly report all Errors to Prophetic AI and take all steps necessary to carry out procedures for the rectification of Errors or malfunctions within a reasonable time after such procedures have been received from Prophetic AI.