Moreau Cloud Pilot Subscription Agreement

Please read this Moreau Cloud Pilot Subscription Agreement (the “Agreement”) carefully before using Moreau Cloud, the cloud-based software-as-a-service platform offered by Optimal Intellect, Inc. (“Optimal Intellect”), as may be updated and amended from time to time (the “Service”), and corresponding documentation (the “Documentation”).

By creating an account, accessing, or otherwise using the Service or exercising any of the rights granted hereunder in any manner, you (“Customer”) agree that you have read and agree to be bound by the terms of this Agreement and that you will use the Service in accordance with the terms and conditions herein. If you are accessing the Service on behalf of an organization or entity, you represent and warrant that you are authorized to enter into this Agreement on that organization’s or entity’s behalf and bind them to the terms of this Agreement (in which case, the references to “Customer” in this Agreement refer to that organization or entity). Use of the Service is expressly conditioned upon Customer’s assent to all terms of this Agreement.

1. Service and License

1.a. Provision of Service. Subject to Customer’s compliance with the terms and conditions of this Agreement, Optimal Intellect hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the Term, to access and use the Service and Documentation solely for Customer’s internal business purposes.

1.b. Use Restrictions. Customer acknowledges that the Service contains trade secrets of Optimal Intellect and its licensors, and, in order to protect such trade secrets and other interests that Optimal Intellect and its licensors may have in the Service, Customer will not, and will not allow a third party to: (i) reverse engineer, decompile, or disassemble the Service, or attempt to discover any underlying source code, algorithms, or data structures of the Service; (ii) modify or create derivative works of, distribute, sell, sublicense, or otherwise transfer the Service or any component thereof; (iii) copy, frame, or mirror any part of the Service, other than as strictly necessary to use the Service in accordance with the terms of Section 1.a; (iv) provide the functionality of the Service to any third party, including by making the Service available on a service bureau, time-sharing, or similar basis; (v) use the Service, or Confidential Information, to create, improve (directly or indirectly) or offer a substantially similar product or service, or build a competitive product; (vi) access the Service for purposes of benchmarking, competitive analysis, or to build a competing service; (vii) exceed any usage limits, seat counts, or other restrictions specified by Optimal Intellect; or (viii) use the Service in violation of any applicable law, regulation, or third-party right. Customer will reproduce all of Optimal Intellect’s and its licensors’ copyright notices and any other proprietary rights notices on all copies of the Documentation that Customer makes hereunder.

1.c. Limited Rights. Customer’s rights in the Service will be limited to those expressly granted in Section 1.a. Optimal Intellect and its licensors reserve all rights, title, and interest in and to the Service and no rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion, or otherwise) other than as expressly set forth herein.

1.d. Accounts and Access. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Customer shall promptly notify Optimal Intellect of any unauthorized access to or use of Customer’s account. Optimal Intellect reserves the right to suspend Customer’s access to the Service if Optimal Intellect determines in its sole discretion that Customer’s account has been compromised or is being used in violation of this Agreement.

1.e. Information Requests. Upon Optimal Intellect’s request, Customer shall confirm in writing its compliance with the permitted use of the Service and the terms and conditions of this Agreement.

2. Customer Data

2.a. Privacy Policy. Optimal Intellect’s processing of personal information collected through the Service is described in its Privacy Notice at optimalintellect.com/privacy, as may be updated from time to time.

2.b. Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to any data, content, or information that Customer or its authorized users submit, upload, or otherwise transmit to or through the Service (“Customer Data”). Customer hereby grants Optimal Intellect a limited, non-exclusive license to use, process, and store Customer Data solely as necessary to provide the Service and as otherwise permitted under this Agreement.

2.c. Aggregated Data. Notwithstanding the foregoing, Optimal Intellect may collect and use aggregated, anonymized, or de-identified data derived from Customer’s use of the Service (“Aggregated Data”) for purposes of improving, developing, and operating the Service, provided that such Aggregated Data does not identify Customer or any individual. Optimal Intellect owns all right, title, and interest in Aggregated Data.

2.d. Data Security. Optimal Intellect will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure. Optimal Intellect will promptly notify Customer of any security breach affecting Customer Data of which Optimal Intellect becomes aware.

2.e. Customer Responsibilities. Customer acknowledges and agrees that it is solely responsible for: (i) the accuracy, quality, and legality of Customer Data; (ii) the means by which Customer acquired Customer Data; and (iii) ensuring that Customer Data does not infringe or violate any third-party rights or applicable law.

2.f. Model Library. Notwithstanding the foregoing provisions of this Section 2, any optimization problem definitions, data files, model formulations, constraint sets, or other inputs submitted to the Service by or on behalf of Customer (collectively, “Model Inputs”) may be placed by Optimal Intellect in an internal model library and used by Optimal Intellect for testing, benchmarking solution times, and improving the ability of Optimal Intellect’s products and services to solve such problems, with any resulting modifications or improvements being the sole property of Optimal Intellect. Optimal Intellect may copy, store, and run the Model Inputs for the purposes set forth in this section. The use of Model Inputs for any purpose other than described herein, whether internal or external by Optimal Intellect or any third party through Optimal Intellect, shall require the prior written consent of Customer. Model Inputs will be held in confidence and treated with the same degree of care as Optimal Intellect applies to its own confidential information of a similar nature. Model Inputs will be deleted from Optimal Intellect’s model library upon receiving a written request from Customer to do so. Optimal Intellect shall store the Model Inputs on the same infrastructure and with the same security protocols Optimal Intellect uses to store its own proprietary source code.

3. Intellectual Property

Customer may from time to time elect to provide suggestions, information, comments (including for enhancements, functionality, or clarification), or other ideas or feedback regarding the Service (“Feedback”) to Optimal Intellect. Customer acknowledges and agrees that all Feedback will be the sole and exclusive property of Optimal Intellect. Customer hereby irrevocably transfers and assigns to Optimal Intellect and agrees to irrevocably assign and transfer to Optimal Intellect all of Customer’s right, title, and interest in and to all Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, “Intellectual Property Rights”) therein. At Optimal Intellect’s request and expense, Customer will execute documents and take such further acts as Optimal Intellect may reasonably request to assist Optimal Intellect to acquire, perfect, and maintain its Intellectual Property Rights and other legal protections for the Feedback.

4. Confidential Information

“Confidential Information” means: (i) the Service, and other information relating to the Service (including, without limitation, all Feedback); and (ii) any business or technical information of Optimal Intellect, including, but not limited to, any information relating to Optimal Intellect’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, developments, or know-how that is identified at the time of disclosure as confidential or that reasonably should be considered to be confidential given the circumstances of disclosure or the nature of the information. Confidential Information does not include any information that Customer can demonstrate: (a) is, at the time of disclosure, or becomes generally known or available to the public through no act or failure to act by Customer; (b) is rightfully known by Customer prior to the disclosure without an obligation of confidentiality; (c) is rightfully acquired by Customer from a third party without restriction on use or disclosure; or (d) is independently developed by Customer without use of or access to any Confidential Information. Customer will not use or disclose any Confidential Information, except as necessary to provide Feedback. Customer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of a similar nature and importance.

5. Fees

Optimal Intellect will charge Customer for use of the Service based on the amount of compute time (measured in GPU/CPU hours) consumed by Customer during each calendar month (the “Usage Fees”). Usage Fees will be calculated at the rates set forth in the applicable rate card provided by Optimal Intellect to Customer, as may be updated by Optimal Intellect upon at least five (5) days’ prior written notice. Optimal Intellect will provide Customer with a monthly invoice setting forth in reasonable detail the compute time consumed and the corresponding Usage Fees for the preceding calendar month. Customer will pay each invoice within thirty (30) days of receipt via the payment methods specified by Optimal Intellect. All payments are non-refundable. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law.

6. Disclaimers

6.a. Warranty Disclaimers. THE SERVICE, DOCUMENTATION, AND CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES. OPTIMAL INTELLECT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, OPTIMAL INTELLECT HEREBY DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE ERROR-FREE, BUG-FREE, UNINTERRUPTED, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

6.b. Acknowledgment of Development Status. Without limiting the generality of the foregoing, Customer acknowledges and agrees that: (i) the Service is still under development and has not been commercially released; (ii) the Service may not operate properly, be in final form or fully functional; (iii) the Service may contain errors, design flaws, or other problems; (iv) it may not be possible to make the Service fully functional; (v) the information obtained using the Service may not be accurate; (vi) use of the Service may result in unexpected results, loss of data or communications, project delays, or other unpredictable damage or loss; (vii) Optimal Intellect is under no obligation to release a commercial version of the Service; and (viii) Optimal Intellect has the right unilaterally to abandon development of the Service, at any time and without any obligation or liability to Customer.

6.c. Service Availability. Customer acknowledges and agrees that: (i) the Service may be subject to scheduled and unscheduled downtime for maintenance, updates, or other reasons; (ii) Optimal Intellect does not guarantee any specific level of availability or uptime unless expressly set forth in a separate service level agreement; (iii) the information obtained using the Service may not be accurate; and (iv) use of the Service may result in unexpected results, loss of data or communications, project delays, or other unpredictable damage or loss.

6.d. Customer Data. Customer acknowledges and agrees that it is solely responsible for maintaining and protecting all Customer Data, including by maintaining appropriate backups.

7. Limitation on Liability

EXCEPT FOR (I) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS AND (II) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL OPTIMAL INTELLECT’S TOTAL CUMULATIVE LIABILITY EXCEED $50,000.

8. Term and Termination

8.a. Term. The term of this Agreement begins on the Effective Date and will continue until terminated by either party.

8.b. Termination. Either party may terminate this Agreement at any time, with or without cause, upon five (5) days’ written notice to the other party. Optimal Intellect may terminate immediately upon written notice if Customer breaches Section 1.b or infringes Optimal Intellect’s Intellectual Property Rights.

8.c. Effect of Termination. Upon any termination or expiration: (i) the rights and licenses granted to Customer will automatically terminate; (ii) Customer’s access to the Service will be discontinued; and (iii) Customer will immediately cease all use of the Service and destroy all copies of any Documentation and Confidential Information. Optimal Intellect will make Customer Data available for export for thirty (30) days following termination.

9. General

Customer may not assign or transfer this Agreement without Optimal Intellect’s prior written consent. This Agreement is the complete and exclusive agreement between the parties with respect to its subject matter. This Agreement will be governed by and construed in accordance with the laws of the State of New York. Any legal action arising under this Agreement will be brought exclusively in the federal or state courts located in the Southern District of New York.

Moreau Cloud Usage-Based Rate Card

This Rate Card sets forth the applicable rates for compute usage under the Moreau Cloud Pilot Subscription Agreement between Optimal Intellect, Inc. (“Optimal Intellect”) and Customer. Capitalized terms not defined herein have the meanings given to them in the Agreement.

1. Compute Rates

Usage Fees are calculated based on the compute tier utilized and the duration of usage, measured in seconds (rounded up to the nearest second). The following rates apply:

All rates are in U.S. dollars.

2. Introductory Credits

Upon activation of Customer’s account, Optimal Intellect will apply a one-time credit of introductory usage credits to Customer’s account. Introductory Credits will be automatically applied against Usage Fees. Customer will not be invoiced until the Introductory Credits have been fully consumed. Introductory Credits are non-transferable, have no cash value, and may not be exchanged for a refund. Unused Introductory Credits expire upon the earlier of ninety (90) days from account activation or termination of the Agreement.

3. Measurement and Reporting

Compute time is measured from the moment a Customer workload is allocated to a compute instance until the instance is released. Idle time during which a compute instance remains allocated to Customer will count toward billable hours. Optimal Intellect will provide Customer with access to a usage dashboard within the Service reflecting compute consumption on a reasonably current basis.

4. Invoicing and Payment

Optimal Intellect will issue invoices monthly in arrears for the previous calendar month. Each invoice will itemize the compute tier, hours consumed, and corresponding charges. Payment terms are as set forth in Section 5 of the Agreement.

5. Rate Changes

Optimal Intellect may update the rates set forth in this Rate Card upon at least five (5) days’ prior written notice to Customer. Updated rates will apply to usage incurred on or after the effective date of the change.

6. Taxes

All rates are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, and other taxes and duties imposed on payments made under this Rate Card, excluding taxes based on Optimal Intellect’s net income.

7. Disputes

If Customer disputes any charges on an invoice, Customer must notify Optimal Intellect in writing within fifteen (15) days of receipt of the invoice, specifying in reasonable detail the basis for the dispute. Customer will pay all undisputed amounts by the applicable due date. The parties will work in good faith to resolve any billing disputes promptly.

Last updated: March 11, 2026