TechLens™

1. USE OF THE SYSTEM IN GENERAL.
   1. System Materials. Subject to the terms of this Agreement You may access and use the System. You may reproduce and use the Provider’s standard end-user manual and related guidance related to the use of the System (the “Manual”) solely as necessary to support the use of the System, which may be provided to You in various formats, and You shall not disclose the Manual or non-public System documentation to any third party except to Your employees, contractors, and professional advisors who need to know it for the permitted use.
   2. System Revisions. Provider may revise the features and functions of the System at any time without notice to You. Any such features and/or functions may be made available to You as an Update, at the Provider’s sole discretion, and no Update, support response, roadmap, beta feature, or other communication creates any service-level, accuracy, availability, or feature-continuity commitment unless expressly stated in a written order form signed by Provider.
2. THE SYSTEM.
   1. License. Provider hereby grants You a limited, revocable, nonexclusive, nontransferable, nonsublicensable license to access and use the System during the applicable subscription or evaluation term solely for the permitted purposes described in this Agreement, provided You comply with the restrictions set forth below in Section 2.2 (Restrictions on System Rights). The license in the preceding sentence does not include use by any third party, and You shall not permit any such use except by Your authorized employees, contractors, and professional advisors who access the System solely on Your behalf. Provider grants the license in this Section 2.1 under copyright and, solely to the extent necessary to exercise such rights, under any other applicable intellectual property rights, and no license is granted to Provider source code, models, algorithms, workflows, training data, benchmarks, schemas, non-public APIs, or underlying technology except as expressly stated in this Agreement.
   2. Restrictions on System Rights. You shall not a) copy any portion of the System; b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the System; c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the System or any part thereof; d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the System, including any copy thereof; e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the System, or any features or functionality of the System, to any third party for any reason, including by making the System available on a network where it is capable of being accessed by more than one device at any time; f) use the System to gain unauthorized access to, exfiltrate, scrape, harvest, copy, or transmit data, code, credentials, secrets, personal data, confidential information, or third-party materials; g) use the System to infringe, misappropriate, or violate any intellectual property, privacy, publicity, contractual, export-control, anti-corruption, securities, competition, employment, data protection, or other legal rights; h) upload malicious code, use the System for vulnerability exploitation other than authorized testing, interfere with System integrity or security, or bypass rate limits or access controls; or i) use System outputs as the sole basis for legal, financial, accounting, investment, employment, security-remediation, acquisition, or other professional decisions without independent review by qualified personnel.
   3. Reservation of Rights. You acknowledge and agree that the System is provided under license, and not sold, to You. You do not acquire any ownership interest in the System under this Agreement, or any other rights thereto other than to use the System in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Provider and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the System, including all copyrights, trademarks, trade secrets, know-how, models, algorithms, workflows, queries, prompts, templates, benchmarks, metadata, usage data, performance data, improvements, enhancements, derivative works, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this Agreement.
   4. Updates. Provider may from time to time in its sole discretion develop and provide System updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality, and Provider may perform scheduled or emergency maintenance, suspend non-critical functionality, or make security changes without liability to the extent reasonably necessary to protect the System, Provider, customers, users, or third parties. You agree that Provider has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality, and any availability targets, support response times, service credits, or acceptance criteria apply only if expressly set forth in a separate written order form or service-level addendum signed by Provider.
   5. Third-Party Materials. The System may display, include, or make available third-party content (including data, source code, object code, information, applications, including open-source applications, as may be necessary for the functionality of the System) (“Third-Party Materials”). You acknowledge and agree that Provider is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Provider does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials, and You are solely responsible for complying with any third-party, open-source, repository, ticketing-system, cloud, data-room, marketplace, and any other terms applicable to materials You submit to the System.
3. YOUR CONTENT AND SERVICES.
   1. Permission from You. By using the System and its functionalities, if applicable, You grant Provider and its affiliates, employees, independent contractors, subcontractors, and service providers a worldwide, nonexclusive, royalty-free license to access, host, copy, process, transmit, display, create technical transformations of, and otherwise use content (including text, images, photos, audio or video files, source code, object code, repositories, tickets, spend data, system logs, metadata, credentials supplied for connection purposes, reports, records, and other forms of communication) transmitted, connected, submitted, or made available by You or on Your behalf, including third-party materials (collectively, “Content”), solely as necessary to provide, secure, support, maintain, develop, improve, and analyze Provider’s products and services, generate outputs, comply with applicable law, enforce this Agreement, and track and analyze the use, performance, and security of the System. You acknowledge and agree that Provider may use a combination of open source, proprietary, and commercially available tools to collect information (each, a “Scan”) about Your devices, network, websites, repositories, codebases, software, tickets, spend systems, cloud accounts, data rooms, third-party integrations, and resources that You authorize for analysis (collectively, “Your Infrastructure”). You further acknowledge and agree that a Scan may involve an external vulnerability scan, code review, dependency review, configuration review, data extraction, metadata analysis, and connection to third-party systems within Your Infrastructure without any requirement to obtain your further express consent, provided that Provider may require additional written authorization or technical safeguards before scanning assets that appear to belong to a third party. Provider shall not be responsible for any loss, damage, or other adverse consequences resulting from a Scan (including, but not limited to, altered performance of Your Infrastructure and any equipment, software, services, or applications on any network) or resulting from any inaccurate, incomplete, unlawful, unauthorized, or misleading information, credentials, scope limitations, access rights, or instructions provided by You with respect to any of Your Infrastructure.
   2. Rights in Your Content. You represent and warrant that You own Your Content or have received a valid license, consent, authorization, and legal basis to access, use, disclose, submit, transmit, and permit Provider to process Your Content through the System and that submitting, connecting, authorizing access to, or transmitting Your Content to or through the System will not violate any applicable law, contract, fiduciary duty, confidentiality obligation, target-company restriction, data-room rule, platform term, or third-party right, including without limitation intellectual property, privacy, publicity, trade secret, employment, securities, competition, or data protection rights. Provider is under no obligation to review or screen Your Content or other System users’ Content, but Provider may remove, quarantine, disable access to, or refuse to process any content or connection that Provider reasonably believes may violate this Agreement, applicable law, third-party rights, security requirements, or Provider policies.
   3. Accuracy. Provider has no responsibility or liability for the accuracy, completeness, legality, quality, provenance, chain of custody, permissions, classification, or integrity of any Content submitted to or transmitted through the System by You or another user, including without limitation Your Content.
4. PRIVACY.
   1. Privacy Policy;  Compliance. You acknowledge Provider’s privacy policy at Privacy Notice – Crosslake (crosslaketech.com/privacy/), and You recognize and agree that nothing in this Agreement restricts Provider’s right to alter such privacy policy; however, each party shall comply with applicable data protection, privacy, security-breach-notification, electronic-communications, and cross-border-transfer laws in connection with the System, and You shall not submit personal data unless You have provided all required notices, obtained all required consents, established a valid legal basis, and satisfied any data-processing, transfer, and sensitive-data requirements applicable to such personal data. If Provider receives a “right to know,” “deletion,” “right to be forgotten,” or similar request related to Your Content, Provider may respond in accordance with applicable law and may direct the requester to You, notify You when legally permitted, or require reasonable assistance, information, or reimbursement from You (to the extent permitted under applicable law) where the request relates to personal data. Nothing in this Agreement precludes Provider from asserting rights or defenses it may have under applicable law related to such requests, and unless a separate data processing agreement signed by Provider states otherwise, Provider may retain Your Content and System logs as reasonably necessary for security, backup, audit, legal compliance, dispute resolution, billing, enforcement, product improvement, and legitimate business purposes, subject to deletion or de-identification in accordance with Provider’s then-current retention practices.
   2. De-Identified Data. If applicable, Provider may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) and aggregated, statistical, usage, telemetry, benchmarking, performance, security, and analytical data derived from use of the System in any way, in its sole discretion, including without limitation aggregated with data from other customers, provided that Provider will not identify You in such data except as permitted by applicable law or this Agreement. (“De-Identified Data” refers to Your Content with the following removed: information that identifies or could reasonably be used to identify You, a person, or a household.)
5. YOUR RESPONSIBILITIES & RESTRICTIONS.
   1. Acceptable Use. You shall not: (a) provide System access, including if applicable, any passwords or other log-in information to any third party except as expressly permitted in this Agreement; (b) share non-public System features, documentation, benchmarks, outputs, screenshots, pricing, performance information, or content with any third party except Your authorized personnel under confidentiality obligations; (c) access the System to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, to train or improve a competing model or service, or to copy any ideas, features, functions or graphics of the System; (d) engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; (e) use the System to access, scan, copy, export, or analyze any codebase, ticketing system, spend system, repository, cloud account, data room, or target-company environment without all required authorization; (f) introduce malicious code, overload, probe, benchmark for publication, or interfere with the System; or (g) use outputs to make acquisition, investment, legal, employment, security, or remediation decisions without independent review and professional judgment. If the Provider suspects that You have violated the requirements of this Subsection 5.1, Provider may suspend or terminate Your rights to Your access to the System without advanced notice, disable integrations, preserve or remove relevant data, and take other protective measures, in addition to such other remedies as Provider may have. Provider is not obligated to take any action against You or any other System user or other third parties for violating this Agreement, but Provider is free to take any such action it sees fit, and any suspension or termination for suspected misuse, security risk, nonpayment, or legal noncompliance will not relieve You of accrued payment obligations and will not entitle You to service credits, refunds, or damages except to the extent expressly required by applicable law or a written order form signed by Provider.
   2. Unauthorized Access. You agree to take reasonable and industry-standard steps to prevent unauthorized access to the System, including by protecting Your passwords, API keys, tokens, credentials, secrets, connectors, integrations, repositories, and other log-in or access information, enforcing least-privilege access, promptly disabling inactive users, and using multifactor authentication where made available by Provider or required by applicable law or Your policies. You shall notify Provider immediately, and in no event later than twenty-four (24) hours after discovery, if You know of or suspect unauthorized use of the System, compromise of credentials, unauthorized access to Your Content, or breach of System security, and You shall reasonably cooperate with Provider’s investigation, mitigation, notices, remediation, and legal-preservation efforts.
   3. Compliance with Laws. In using the System, You shall comply with all applicable laws and any applicable regulations.
   4. System Access. You are responsible and liable for: (a) Your use of the System, including unauthorized conduct through Your account and conduct that would violate the System policies or the requirements of this Agreement; (b) any use of the System through Your account or, if applicable, passwords, whether authorized or not; and (c) all acts and omissions of Your employees, contractors, advisors, representatives, administrators, and other persons who access the System or Your Content through credentials, links, integrations, or permissions provided or authorized by You.
6. IP & FEEDBACK.
   1. IP Rights in the System. Provider retains all rights, title, and interest in and to the System, including without limitation all other software used to provide the System and all graphics, user interfaces, logos, trademarks, algorithms, models, workflows, templates, prompts, schemas, configurations, connectors, analytics, know-how, improvements, derivative works, aggregated data, De-Identified Data, and technical or usage data reproduced through, generated by, or derived from the System, as well as all content other than Your Content. This Agreement does not grant You any intellectual property license or rights in or to the System or any of its components, outputs, insights, reports, templates, methodologies, analytics, or derivatives, except to the limited extent that this Agreement specifically sets forth Your license rights to the System, the Manual, or Provider-generated outputs for Your permitted internal business use during the applicable term. You recognize that the System and its components are protected by copyright and other applicable laws, and You grant Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, disclose, modify, incorporate, and otherwise exploit any suggestions, feedback, ideas, requests, or recommendations You provide regarding the System without restriction or obligation to You.
7. DISCLAIMERS.
   1. Warranty Disclaimers. YOU AGREE THAT YOU ACCEPT THE SYSTEM, THE MANUAL, SUPPORT, SCANS, OUTPUTS, REPORTS, ANALYSES, BENCHMARKS, RECOMMENDATIONS, DATA EXPORTS, INTEGRATIONS, BETA FEATURES, AND THIRD-PARTY MATERIALS “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, NONINTERRUPTION, ERROR-FREE OPERATION, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) PROVIDER DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT SUBMITTED TO OR TRANSMITTED THROUGH THE SYSTEM WILL NOT INFRINGE ANY PATENTS, PROPRIETARY RIGHTS OF THIRD PARTIES, OR OTHERWISE VIOLATE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. (B) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY EXCEPT TO THE EXTENT EXPRESSLY AGREED IN A SEPARATE WRITTEN ORDER FORM SIGNED BY PROVIDER, AND ANY SUCH OBLIGATION MUST EXCLUDE CLAIMS ARISING FROM YOUR CONTENT, THIRD-PARTY MATERIALS, OPEN-SOURCE MATERIALS, TARGET-COMPANY MATERIALS, CUSTOMER MISUSE, COMBINATIONS NOT PROVIDED BY PROVIDER, MODIFICATIONS NOT MADE BY PROVIDER, CONTINUED USE AFTER PROVIDER PROVIDES AVOIDANCE INSTRUCTIONS, OR USE OUTSIDE THIS AGREEMENT; (C) PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING WHETHER YOUR USE OR EMPLOYMENT OF THE CONTENT SUBMITTED TO OR TRANSMITTED THROUGH THE SYSTEM OR ANY OUTPUTS, REPORTS, SCORES, FLAGS, CLASSIFICATIONS, SUMMARIES, RECOMMENDATIONS, ESTIMATES, BENCHMARKS, OR ANALYSES GENERATED BY OR THROUGH THE SYSTEM WILL BE ACCURATE, COMPLETE, CURRENT, LEGALLY SUFFICIENT, NONINFRINGING, OR FIT FOR YOUR PARTICULAR PURPOSE. AS IT RELATES TO YOUR USE OF THE CONTENT SUBMITTED TO OR TRANSMITTED THROUGH THE SYSTEM OR ANY SYSTEM OUTPUTS, THE PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTY OF OUTCOME, FUNCTIONALITY, ERROR DETECTION, VULNERABILITY DETECTION, OPEN-SOURCE COMPLIANCE, REMEDIATION, VALUATION, DILIGENCE CONCLUSION, INVESTMENT RESULT, LEGAL COMPLIANCE, OR FITNESS FOR PARTICULAR USE AND ANY LIABILITY ARISING THEREFROM. (D) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL BE ERROR-FREE, UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, COMPATIBLE WITH ANY PARTICULAR ENVIRONMENT, OR FREE FROM FALSE POSITIVES, FALSE NEGATIVES, OMISSIONS, DELAYS, DEFECTS, OR DATA LOSS; (E) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR CONTENT WILL REMAIN PRIVATE OR SECURE, PROVIDED THAT NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY APPLICABLE LAW OR FOR PROVIDER’S WILLFUL MISCONDUCT WHERE SUCH LIABILITY CANNOT BE DISCLAIMED BY LAW, AND (F) PROVIDER DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE SYSTEM OR OTHER THIRD PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, COVER, BUSINESS-INTERRUPTION, LOST-PROFIT, LOST-REVENUE, LOST-SAVINGS, LOST-OPPORTUNITY, LOSS-OF-GOODWILL, LOSS-OF-DATA, PROCUREMENT-OF-SUBSTITUTE-SERVICES, OR ACQUISITION-, INVESTMENT-, REMEDIATION-, SECURITY-, OR PROFESSIONAL-DECISION DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SYSTEM, SUPPORT, SCANS, OUTPUTS, REPORTS, OR SERVICES WILL NOT EXCEED THE GREATER OF: (I) THE AMOUNTS PAID BY YOU TO PROVIDER FOR THE SYSTEM IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (II) ONE HUNDRED U.S. DOLLARS ($100), EXCEPT TO THE EXTENT A HIGHER CAP IS EXPRESSLY SET FORTH IN A WRITTEN ORDER FORM SIGNED BY PROVIDER. YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PROVIDER AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO YOUR CONTENT, YOUR INFRASTRUCTURE, YOUR OR YOUR USERS’ USE OR MISUSE OF THE SYSTEM, UNAUTHORIZED SCANS OR DATA ACCESS, VIOLATION OF APPLICABLE LAW OR THIRD-PARTY RIGHTS, BREACH OF THIS AGREEMENT, OR ANY ACQUISITION, INVESTMENT, EMPLOYMENT, LEGAL, SECURITY, REMEDIATION, OR BUSINESS DECISION MADE USING OR RELATING TO SYSTEM OUTPUTS. Provider does not provide legal, accounting, investment-banking, valuation, cybersecurity-attestation, audit, insurance, brokerage, engineering, medical, or other licensed professional services through the System, and System outputs are not a substitute for independent professional judgment. You are solely responsible for determining whether Your use of the System and outputs complies with professional, ethical, confidentiality, conflict-of-interest, diligence, disclosure, and client or third-party obligations. Provider will maintain insurance coverage in types and amounts determined by Provider in its reasonable business judgment, and no insurance obligation, coverage amount, third-party-beneficiary right, or waiver of this Agreement’s limitations will be implied unless expressly stated in a written order form signed by Provider. The System may be subject to U.S. and foreign export control and sanctions laws, and You shall not access, export, re-export, transfer, or use the System, outputs, or technical data in violation of such laws or for prohibited end uses or restricted parties. Unless otherwise stated in a written order form signed by Provider, access to the System is deemed accepted upon delivery of login credentials or first use, and any testing, installation, configuration, connector enablement, or acceptance period does not delay Your obligations or create additional warranties. Upon expiration or termination of this Agreement or Your access, You shall stop using the System and Provider may disable accounts, integrations, and access credentials. Unless a written order form signed by Provider states otherwise, fees are non-refundable and termination, suspension, degraded availability, maintenance, discontinuation of features, or removal of content will not entitle You to refunds, credits, proration, or setoff, except to the extent required by applicable law or expressly agreed in writing by Provider.

Effective date: July 14, 2026