Effective Date: February 13, 2026
Last Updated: February 13, 2026

These Software and Services Subscription Terms (the "Agreement") govern access to and use of Loopr AI's software and services by the customer identified on an Order Form ("Customer") and its authorized users. By executing an Order Form or accessing the Services, Customer agrees to be bound by this Agreement.

1. Definitions

1.1 "Loopr" means Loopr AI, Inc., a Delaware corporation, with its principal place of business at 2205 152nd Ave NE, Redmond, WA 98052.

1.2 "Services" means the products and services provided by Loopr under this Agreement, including: (a) the Hosted Service (fully managed SaaS in Loopr's cloud environment), (b) the Customer-Hosted Service (software deployed in Customer's cloud tenant), and (c) the On-Premises Service (software deployed in Customer's on-premises data center), in each case as specified in an applicable Order Form.

1.3 "Software" means Loopr's proprietary software products (including any agents, connectors, model-pack components, configuration files, AI Agents, and Vision AI and LLM-based defect identification capabilities) provided as part of the Services.

1.4 "Customer Data" means any data, images, video, text, or other content that Customer or its users submit to or make available through the Services, including telemetry data, images generated by Image Capture Systems, and Assembly Plans originating from Customer's assets.

1.5 "AI Vision Model" means a computer algorithm that can be trained using machine learning and neural networks to derive meaningful information from images, videos, and other visual inputs such as conformance, defects, anomalies, and compliance to specified standards that can be derived from digital images.

1.6 "AI Agent" means an agentic AI capability within the Services that may automate actions, provide guidance, or generate recommendations, including without limitation root cause analysis or corrective action recommendations.

1.7 "Assembly Line" means an arrangement of machines, tools, and workers in which a discrete product is assembled by having each perform a specific, successive operation on an incomplete unit as it passes by in a series of stages.

1.8 "Image Capture System" or "ICS" or “Camera” means system deployed at a specified Location consisting of hardware and software/firmware capable of capturing images of products suitable for automated or manual visual quality inspection or assembly verification.

1.9 "Inspection Process" means a specific process by which a specific type of non-conformance is identified at a given stage of manufacturing, assembly, or production process either manually by a user or automated by a specific AI Vision Model. Examples include defect classification (e.g., scratches, stains, chips, inclusions, holes, color match, foreign materials such as dirt/dust/water), size, alignment, or orientation of an article, presence or absence of an item or component, correctness of item or component against job specific specification.

1.10 "Location" means a physical address, facility, and place within a facility where an Image Capture System is deployed.

1.11 "Deployment Metrics" means the quantitative measures used to determine Customer's Fees under an Order Form, which may include one or more of the following: number of Users, Locations, Assembly Lines, Image Capture Systems or inspection stations, Inspection Processes, AI Vision Models, AI Agents, devices, product families or lines, factories, and/or inspections or images processed through the Services.

1.12 "Documentation" means the product documentation, admin guides, and usage policies provided or made available by Loopr.

1.13 "Order Form" means any ordering document (including online checkout or Marketplace transactions) that references this Agreement and sets out the Services, deployment option(s), subscription term, quantities, Deployment Metrics (including numbers of Locations, Assembly Lines, Image Capture Systems, and Inspection Processes), and Fees.

1.14 "Authorized Users" means employees, contractors, or other individuals authorized by Customer to use the Services under Customer's account.

1.15 "Subscription Term" means the initial and any renewal term during which Customer is authorized to use the Services as specified in an Order Form.

1.16 "Marketplace" means any third-party marketplace through which Customer may purchase or access the Services, such as the Microsoft Azure Marketplace.

2. Scope of Services and Deployment Options

2.1 Hosted Service (Loopr-Managed SaaS). Loopr will operate the Software in a cloud environment controlled by Loopr and provide Customer with access to the Services on a subscription basis, subject to the terms of this Agreement and applicable Order Form.

2.2 Customer-Hosted Service (Customer Cloud Tenant). Loopr grants Customer a limited right to deploy and use the Software in Customer's hyperscale cloud tenant (e.g., AWS, Azure, GCP) as specified in an Order Form. Customer is solely responsible for provisioning, configuring, and maintaining all cloud infrastructure, networking, operating systems, security controls, and third-party services required for the Customer-Hosted Service, including providing adequate network access and ensuring integrated systems are available. Loopr will provide the Software, license keys, and mutually agreed implementation support, and may require secure connectivity (such as outbound-only HTTPS) for license validation, updates, and support.

2.3 On-Premises Service (Customer Data Center). Loopr grants Customer a limited right to deploy and use the Software within Customer's own data center or private cloud, as specified in an Order Form. Customer is solely responsible for all hardware, virtualization platforms, networking, physical security, internet connectivity, and related infrastructure required for the On-Premises Service, including providing adequate network access and ensuring integrated systems are available. Loopr will provide the Software and support services as described in Section 8. Customer will provide reasonable secure remote access (or an agreed alternative) necessary for Loopr to perform support. Customer is responsible for informing Loopr of all Customer security and access requirements applicable to the Customer-Hosted Service or On-Premises Service, and for ensuring that its environment complies with such requirements.

2.4 No Sale; Subscription License. The Services and Software are licensed, not sold. Except for the limited rights expressly granted, Loopr reserves all rights, title, and interest in and to the Services and Software. Each Image Capture System must have its own separate license to the Services. Additional licenses may be required for discrete Inspection Processes.

2.5 Usage Limits. Customer's use of the Services is subject to any usage limits (e.g., users, seats, environments, Deployment Metrics, images per month) set out in the Order Form. Customer will promptly pay for any overages at Loopr's then-current rates if usage exceeds those limits.

2.6 Customer Obligations for Service Delivery. The Services depend on Customer's fulfillment of certain responsibilities, including without limitation: (a) creating and providing high-quality images for analysis, (b) accurately labeling defects in images, (c) providing complete lists of potential defects and inspection criteria, (d) maintaining adequate network access and connectivity, and (e) ensuring any Customer systems or third-party services integrated with the Services are available and operational. Loopr will have no liability for Service interruptions, degraded performance, or inaccurate results arising from Customer's failure to meet these responsibilities.

3. License and Use Rights

3.1 Hosted Service Access. During the Subscription Term, Loopr grants Customer a non-exclusive, non-transferable right for Authorized Users to access and use the Hosted Service solely for Customer's internal business purposes, in accordance with this Agreement and Documentation.

3.2 Customer-Hosted / On-Premises License. During the Subscription Term, Loopr grants Customer a non-exclusive, non-transferable, non-sublicensable license to install, configure, and use the Software in the environment specified in the Order Form, solely for Customer's internal business purposes and subject to the usage limits and restrictions herein.

3.3 Restrictions. Customer shall not (and shall not permit others to): (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Services to any third party other than as expressly permitted herein; (b) modify or make derivative works based upon the Services; (c) reverse engineer, decompile, or otherwise attempt to derive source code (except to the extent permitted by law); (d) rent, lease, sell, sublicense, or otherwise transfer rights to any third party; (e) use the Services for the benefit of third parties (e.g., as a service bureau) unless expressly authorized in writing; (f) remove or obscure any proprietary notices; (g) exceed documented API rate limits or usage quotas without prior written approval; (h) publish benchmarks or comparisons of the Services without Loopr's prior written consent; (i) reverse engineer, access, or use the Services for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose; or (j) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, send or store obscene, threatening, libelous, or otherwise unlawful materials, or materials that violate any third party privacy rights or Intellectual Property Rights.

3.4 Third-Party Services and Marketplaces. The Services may depend on or interact with third-party products (e.g., cloud platforms, BI tools, collaboration apps) or be accessed through a Marketplace. Customer's use of such third-party services or Marketplace is governed by those providers' terms, not this Agreement. Orders placed through a Marketplace are subject to these Agreement terms as additional terms. Customer acknowledges that: (a) Marketplace transactions may involve additional Marketplace fees or revenue sharing, (b) payments are processed by the Marketplace provider per its terms, and (c) Loopr is not responsible for Marketplace billing disputes or Marketplace suspension/termination of Customer's Marketplace account.

4. Customer Responsibilities

4.1 Account Security. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities under its accounts. Customer must notify Loopr immediately of any unauthorized use of any password or account or any other known or suspected breach of security.

4.2 Compliance with Law. Customer will use the Services only in accordance with applicable laws and regulations, including export controls and data protection laws. Customer will comply with all applicable export control laws and sanctions regulations, including U.S. Export Administration Regulations (EAR) and Office of Foreign Assets Control (OFAC) sanctions. Customer represents that it is not located in, and will not use the Services from, any country or territory subject to comprehensive U.S. sanctions or export prohibitions. Loopr may terminate this Agreement immediately if Customer breaches this section.

4.3 Cooperation. Customer will reasonably cooperate with Loopr to enable delivery of the Services, including providing necessary information and access.

5. Fees, Payment, and Renewal

5.1 Subscription Fees. Customer will pay the fees set out in each Order Form ("Fees"). Fees for the Services may be calculated based on one or more Deployment Metrics, including without limitation numbers of Locations, Assembly Lines, Image Capture Systems or inspection stations, Inspection Processes, AI Vision Models, AI Agents, product lines, factories, devices, and/or inspections or images processed through the Services, as specified in the applicable Order Form. Fees are based on the Services and Deployment Metrics purchased, not actual usage, unless the Order Form expressly provides otherwise.

5.2 Billing and Payment Terms. Payment is due at the time of order placement. Fees are invoiced at order placement and are due within thirty (30) days of invoice date. Payments more than thirty (30) days past due will incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. Payments shall be made in U.S. dollars by wire transfer, ACH, Marketplace payment processing, or other agreed method.

5.3 Suspension and Termination for Nonpayment. If any payment is more than sixty (60) days past due, Loopr may suspend or terminate Customer's access to the Services upon notice, with all outstanding Fees remaining due and payable. Loopr may delete Customer Data from its systems for accounts more than ninety (90) days past due or thirty (30) days following termination.

5.4 Co-Terming and Proration. If Customer purchases additional Services or Deployment Metrics during an existing Subscription Term (including, without limitation, additional AI Vision Models, AI Agents, Locations, Assembly Lines, Image Capture Systems or inspection stations, Inspection Processes, factories, or devices), Loopr may issue an Order Form with a prorated Fee for the remainder of the then-current Subscription Term so that such additional items renew on the same date as Customer's existing subscriptions. Thereafter, unless otherwise stated in the Order Form, all subscriptions will renew together for the applicable renewal term.

5.5 Auto-Renewal. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Agreement and applicable Order Forms will automatically renew for successive renewal terms equal in length to the initial Subscription Term (or one year if not specified), and Customer shall be invoiced for the renewal term at Loopr's then-current pricing, unless otherwise stated in the Order Form.

5.6 Non-Cancellation. Subscriptions are non-cancelable and non-refundable during the Subscription Term, except as expressly provided in this Agreement.

5.7 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and other taxes (excluding taxes on Loopr's income), and will pay or reimburse Loopr for such amounts when invoiced.

5.8 Audit Rights. Loopr may, upon reasonable notice, audit Customer's use of the Services to verify compliance with usage limits and Deployment Metrics, no more than once per year. Customer will cooperate and provide reasonable access to records and systems. If audit reveals underpayment, Customer will pay the amount plus interest, and if underpayment exceeds 5% of Fees paid, Customer will reimburse Loopr's reasonable audit costs.

6. Customer Data and AI/Model Usage

6.1 Ownership of Customer Data. Customer retains all rights, title, and interest in and to Customer Data. Loopr does not claim ownership of Customer Data.

6.2 Use of Customer Data. Customer grants Loopr a non-exclusive, worldwide, limited license to use, host, copy, process, and transmit Customer Data as reasonably necessary to: (a) provide and support the Services to Customer, (b) prevent or address technical or security issues, and (c) comply with law or valid legal process.

6.3 Anonymized and Aggregated Data. Loopr may use data derived from Customer's use of the Services that is de-identified and/or aggregated such that it cannot reasonably be used to identify Customer or any individual, for purposes of analytics, service improvement, and development of models and features.

6.4 AI and Model Training. If Loopr uses Customer Data to train or improve models specifically provisioned for Customer (e.g., defect detection models), such use will be solely to provide and enhance the Services for Customer, and will be subject to appropriate confidentiality and security safeguards.

7. Confidentiality and Security

7.1 Confidential Information. Each party may receive confidential or proprietary information from the other. "Confidential Information" includes non-public business, technical, or financial information, and Customer Data. It does not include information that is publicly available, already known without restriction, independently developed, or rightfully received from a third party.

7.2 Obligations. The receiving party will: (a) use Confidential Information only for purposes of this Agreement, and (b) protect it using at least reasonable care and no less than the standard used to protect its own confidential information.

7.3 Security. Loopr will maintain administrative, physical, and technical safeguards designed to protect Customer Data processed in the Services.

7.4 Compelled Disclosure. The receiving party may disclose Confidential Information when required by law, after giving reasonable notice to the disclosing party (if legally permitted) to allow it to seek protective measures.

8. Support and Maintenance

8.1 Support Services. During the Subscription Term, Loopr will provide standard support and maintenance for the Services as described in the Documentation or applicable support policy.

8.2 Updates. Loopr may provide updates, bug fixes, and enhancements to the Services. For Hosted Service, updates may be applied automatically. For Customer-Hosted and On-Premises deployments, Loopr will provide updated Software as part of support; Customer is responsible for applying such updates unless otherwise agreed.

8.3 Service Level Agreement. For Hosted Service, Loopr will use commercially reasonable efforts to maintain 99.5% uptime availability, excluding scheduled maintenance and events outside Loopr's control (including hyperscaler downtime).

9. Warranties and Disclaimers

9.1 Limited Warranty. Loopr warrants that, during the Subscription Term, the Services will materially conform to the Documentation. Customer's exclusive remedy for breach of this warranty shall be for Loopr to use commercially reasonable efforts to correct the non-conformity.

9.2 No Warranty on AI Capabilities. Customer understands and agrees that AI Vision Models, AI Agents, LLM-based defect identification, and any outputs, predictions, recommendations, root cause analyses, or corrective action guidance they produce are probabilistic in nature and may be inaccurate or incomplete. Loopr makes no warranty or guarantee, express or implied, that any AI Vision Model, AI Agent, LLM output, or AI-generated content will be error-free, complete, or suitable for any particular purpose, or that it will detect or classify every defect, non-conformance, or condition, or that any root cause analysis or corrective action recommendation will be accurate. Customer is solely responsible for all quality, safety, operational, and business decisions made using the Services or any AI-generated output, and for implementing appropriate human review, redundancy, and safety controls.

9.3 Beta Features. Any beta, preview, or evaluation features are provided "AS IS," may contain bugs or errors, and are not subject to any support or warranty obligations. Loopr may discontinue them at any time without liability.

9.4 Warranty Exclusions. The foregoing warranties do not apply to issues resulting from: (a) use of the Services not in accordance with this Agreement or Documentation, (b) modifications by anyone other than Loopr, (c) failures of Customer's infrastructure, third-party systems, networks, or integrated systems, or (d) Customer's failure to provide adequate images, defect labeling, defect lists, network access, or operational systems.

9.5 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND LOOPR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LOOPR DISCLAIMS ANY WARRANTY OR LIABILITY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI VISION MODEL, AI AGENT, LLM OUTPUT, OR AI-GENERATED CONTENT.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Additional Exclusions. In addition, Loopr shall not be liable for (A) any loss, corruption, or unavailability of Customer Data caused by factors outside of Loopr's reasonable control (including Customer's systems, Customer-Hosted or On-Premises environments, third-party services, or hyperscaler downtime), or (B) any economic loss, business interruption, production loss, or other damages arising from Customer's reliance on AI Vision Models, AI Agents, LLM outputs, or AI-generated content, including without limitation any missed or false defect detections, misclassifications, inaccurate root cause analyses, incorrect corrective action recommendations, or operational decisions based on such outputs.

10.3 Customer Indemnity. Customer will indemnify, defend, and hold harmless Loopr from claims arising from: (a) Customer Data, (b) Customer's use of the Services in violation of this Agreement, or (c) Customer's integration with third-party services or systems.

10.4 Cap on Liability. EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) CUSTOMER'S VIOLATION OF USE RESTRICTIONS OR LOOPR'S IP RIGHTS, (C) CONFIDENTIALITY BREACHES, AND (D) CUSTOMER'S INDEMNITY OBLIGATIONS UNDER SECTION 10.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LOOPR UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination

11.1 Term. This Agreement begins on the Effective Date of the first Order Form and continues until all Subscription Terms have expired or been terminated.

11.2 Termination for Cause. Either party may terminate this Agreement or any affected Order Form upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of notice; or (b) becomes insolvent, is subject to bankruptcy or similar proceedings, or ceases operations.

11.3 Effect of Termination. Upon expiration or termination of an Order Form or this Agreement: (a) Customer's rights to access and use the applicable Services and Software will cease; (b) Customer will promptly pay all Fees due and owing; (c) each party will, upon request, return or destroy the other's Confidential Information, subject to any legal retention requirements; and (d) Loopr may delete Customer Data thirty (30) days after termination. Sections 1 (Definitions), 3.3 (Restrictions), 5 (Fees), 6.1-6.3 (Data Ownership/Use), 7 (Confidentiality), 9.4-9.5 (Disclaimers), 10 (Liability), 11.3 (Effect of Termination), and 12 (Miscellaneous) survive expiration or termination.

11.4 Data Export. For Hosted Service, Customer may export Customer Data via available APIs or export tools before the end of the Subscription Term.

12. Miscellaneous

12.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-law rules.

12.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in New Castle County, Delaware, and each party consents to such jurisdiction.

12.3 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all its assets.

12.4 Force Majeure. Neither party will be liable for delays or failures caused by events beyond its reasonable control (e.g., acts of God, war, cyberattacks, labor disputes, or downtime or service interruptions by hyperscalers such as Microsoft Azure or AWS), provided it uses reasonable efforts to mitigate the impact.

12.5 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter.

12.6 Amendments. Any amendment must be in writing and signed (or otherwise agreed to) by both parties.

12.7 Order of Precedence. If there is a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the Services specified therein.

12.8 Notices. Notices under this Agreement shall be in writing and delivered to the addresses specified by the parties in the Order Form (or updated contact information).

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