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SAAS DISTRIBUTION AGREEMENT 

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THESE ACTIONABLE SCIENCE – SaaS distribution Agreement (THE “AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT MADE BETWEEN YOU, AN INDIVIDUAL OR ENTITY (“YOU” OR “Distributor” or “Licensee”) AND ACTIONABLE SCIENCE INC (“ASC” OR “WE” OR “Licensor” OR THE “COMPANY”). ASC AND YOU MAY BE REFERRED TO IN THIS AGREEMENT, INDIVIDUALLY, AS "PARTY" AND COLLECTIVELY, AS "PARTIES".

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

a. “Customers” means enterprise customers that Distributor distributes the SaaS Offering to under this Agreement.

b. “End Users” means end users of the SaaS Offering including Customers and their authorized users.

c. "Intellectual Property Rights" means patent rights, copyright rights, trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction.

d. "Marks" means Licensor's trademarks, trade names, service marks, and/or service names specified in Exhibit A.

e. "SaaS Offering" means Licensor’s computer software as a service offering, and related documentation specified in Exhibit A.

2. APPOINTMENT

a. Subject to the terms of this Agreement, Licensor hereby appoints Distributor as Licensor’s independent, authorized, non-exclusive distributor of the SaaS Offering, and Licensor hereby accepts such appointment.

3. LICENSES

a. Limited License. Licensor hereby grants to Distributor a non-exclusive, non-transferable license to access and use the SaaS Offering, subject to the terms of this Agreement, for the following purposes:

i. Demonstrating and marketing the SaaS Offering to potential Customers.

b. Restrictions. Distributor will not disassemble, decompile, or reverse engineer the SaaS Offering. Distributor will not modify the SaaS Offering, except as it may be

expressly directed by Licensor. Distributor may not sublicense the license set forth in Section 3.1.

c. Licensor Marks License. Licensor hereby grants to Distributor a non-exclusive, non-transferable license to use the Marks in connection with Licensor's marketing, distribution of the SaaS Offering pursuant to Section 2.1 hereof, provided that such use is in accordance with Licensor's then-current trademark usage guidelines. Such use must reference the Marks as being owned by Licensor. Nothing in this Agreement grants Distributor ownership or any rights in or to use the Marks, except in accordance with this license. Upon any termination of this Agreement, Distributor will no longer make any use of any Marks.

4. CUSTOMER AGREEMENT

a. Customer and End User Terms. Distributor acknowledges that Customers will be required to execute an Order Form with the Licensor, and will be bound to the Licensor’s General Terms for paid subscriptions, and that End Users’ access and use of the SaaS Offering shall be subject to the Licensor’s Terms of Service, as modified from time to time.

5. PAYMENTS

a. Fees. Licensor shall pay Distributor fees in accordance with executed Relationship Summary document.

b. Taxes. Licensor will pay all taxes and duties assessed, in connection with services provided under this Agreement, by any authority within or outside of the U.S.

6. DISTRIBUTOR OBLIGATIONS

a. Business Practices. Distributor will: (i) conduct business in a manner that reflects favorably at all times on the SaaS Offering and the good name, goodwill and reputation of Licensor; (ii) make no false or misleading representations with regard to Licensor or the SaaS Offering; and (iii) make no representations, warranties or guarantees with respect to the specifications, features or functionality of the SaaS Offering that are inconsistent with the literature distributed by Licensor.

7. SUPPORT

a. Licensor shall be responsible for all customer support of Customers and End Users.

8. CONFIDENTIALITY

a. Confidential Information. For the purposes of this Agreement "Confidential Information" means: (i) the SaaS Offering; (ii) any business or technical

information of Licensor or Distributor, including but not limited to any information relating to Licensor's or Distributor's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personally identifiable information, personnel, research, development or know-how; (iii) any information that is designated by the disclosing party as "confidential" or "proprietary" or, if orally disclosed, reduced to writing by the disclosing party within thirty (30) days of such disclosure; and (iv) the terms and conditions of this Agreement.

b. Exclusions. Confidential Information will not include information that: (i) is developed by the receiving party independently and without use of or reference to the disclosing party's Confidential Information; (ii) is obtained by the receiving party from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) is in or enters the public domain other than through the fault or negligence of the receiving party and without breach of this Agreement; or (iv) is in the possession of the receiving party prior to first receiving it from the disclosing party.

c. Obligation. Each party shall maintain in strict confidence, and shall not use or disclose, except as expressly permitted under this Agreement, any Confidential Information received from the other party. Each party further agree to use the same degree of care to maintain the confidentiality of all Confidential Information received from the other party that it uses to maintain the confidentiality of its own information of similar importance, but in no event will it use less than reasonable care.

9. OWNERSHIP

a. Licensor Ownership

i. Distributor will not obtain any rights to the SaaS Offering nor any worldwide Intellectual Property Rights therein, except as expressly provided for in this Agreement.

10. WARRANTY

a. General Warranties. Licensor represents and warrants to Distributor that:

i. it has sufficient right and authority to grant to Distributor all licenses and rights that Licensor grants under this Agreement;

ii. the use and distribution of the SaaS Offering by Distributor as authorized under this Agreement does not and will not infringe the rights of any third party, including without limitation, any Intellectual Property Rights;

b. Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNIFICATION

a. Indemnity Obligation. Licensor will indemnify, hold harmless, and at Distributor's request defend, Distributor from and against any loss, cost, liability or expense (including court costs and reasonable attorneys' fees) arising out of or resulting from any claim that the SaaS Offering infringe or misappropriate the Intellectual Property Rights of any third party. In the event of any such claim, Distributor will: (i) promptly notify Licensor of the claim; (ii) allow Licensor to direct the defense and settlement of such claim with counsel of Licensor's choosing; and (iii) provide Licensor, at Licensor's expense, with information and reasonable assistance for the defense and settlement of the claim. Distributor reserves the right to retain counsel, at Distributor's expense, to participate in the defense and settlement of any such claim.

b. Exclusions. Notwithstanding the terms of Section 11.1, Licensor will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation or use of the SaaS Offering with equipment, devices, software or data not supplied by Licensor, if a claim would not have occurred but for such combination, operation or use; or (ii) Distributor’s, Customer’s, or an End User’s use of the SaaS Offering other than in accordance with this Agreement.

12. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR LICENSOR'S OBLIGATIONS UNDER SECTION 11, IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY TO DISTRIBUTOR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY DISTRIBUTOR IN CONNECTION WITH THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEEDING THE CLAIM OR ACTION GIVING RISE TO ANY LIABILITY.

13. TERM AND TERMINATION

a. Term. The initial term of this Agreement will be one year, beginning on the Effective Date. If Distributor has not sold any subscriptions to the Saas Offering during initial term, then, unless the Licensor notifies the Distributor of its election to renew, the Agreement shall terminate at the end of the initial term. If the Distributor has sold at least one subscription to the SaaS Offering in the initial term, then this Agreement shall automatically renew for additional one-year terms until terminated by either party upon 30 days written notification. The initial term

and any renewal term shall collectively be referred to as the “Term”.

b. Events of Termination. Either party will have the right to terminate this Agreement if:

i. the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice;

ii. the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;

iii. the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; or

c. Termination for Convenience. Licensor may elect to terminate this Agreement at any time by providing five (5) days written notice to Distributor.

d. Effect of Termination.

i. Upon termination of this Agreement:

(i) all Client access to the SaaS Offering distributed by Distributor pursuant to this Agreement shall terminate; and

(ii) each party will (except as specified in subsections (b) below) immediately return to other party or (at such other party's request) destroy all Confidential Information of the other party in its possession or control, and will provide the other party with any officer's written certification as to the return or destruction of such Confidential Information.

e. Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

f. Survival. The rights and obligations of the parties contained in Sections 8-12, 13.3, 13.6 and 14 will survive the termination of this Agreement.

14. GENERAL

1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part,

without the other party's prior written consent. Any attempt to assign this Agreement without such consent will be null and void.

2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.

3. Compliance With Law. Each party agrees to comply in all material respects with all applicable laws, rules, and regulations in connection with its activities under this Agreement.

4. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.

5. Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that such party gives prompt written notice thereof to the other party.

6. Notices. All notices under this Agreement will be deemed given when delivered personally, sent by email or confirmed facsimile transmission, or sent by certified or registered U.S. mail or nationally-recognized express courier, return receipt requested, to the address shown above or as may otherwise be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.

7. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

8. Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.

9. Entire Agreement. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

10. Counterparts. This Agreement may be executed by in counterpart, each of which will be deemed an original, but both of which together will constitute one and the same instrument. These signatures will be available in Relationship summary document.

EXHIBIT A

SaaS Offering

1. Licensor’s software as a service offering, currently available at https://www.rezolve.ai/ai-service-desk-platform

Licensor’s Marks

1. Rezolve.ai, Rezolve, GenAI Sidekick

THESE ACTIONABLE SCIENCE – SaaS distribution Agreement (THE “AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT MADE BETWEEN YOU, AN INDIVIDUAL OR ENTITY (“YOU” OR “Distributor” or “Licensee”) AND ACTIONABLE SCIENCE INC (“ASC” OR “WE” OR “Licensor” OR THE “COMPANY”). ASC AND YOU MAY BE REFERRED TO IN THIS AGREEMENT, INDIVIDUALLY, AS "PARTY" AND COLLECTIVELY, AS "PARTIES".

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

a. “Customers” means enterprise customers that Distributor distributes the SaaS Offering to under this Agreement.

b. “End Users” means end users of the SaaS Offering including Customers and their authorized users.

c. "Intellectual Property Rights" means patent rights, copyright rights, trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction.

d. "Marks" means Licensor's trademarks, trade names, service marks, and/or service names specified in Exhibit A.

e. "SaaS Offering" means Licensor’s computer software as a service offering, and related documentation specified in Exhibit A.

2. APPOINTMENT

a. Subject to the terms of this Agreement, Licensor hereby appoints Distributor as Licensor’s independent, authorized, non-exclusive distributor of the SaaS Offering, and Licensor hereby accepts such appointment.

3. LICENSES

a. Limited License. Licensor hereby grants to Distributor a non-exclusive, non-transferable license to access and use the SaaS Offering, subject to the terms of this Agreement, for the following purposes:

i. Demonstrating and marketing the SaaS Offering to potential Customers.

b. Restrictions. Distributor will not disassemble, decompile, or reverse engineer the SaaS Offering. Distributor will not modify the SaaS Offering, except as it may be

expressly directed by Licensor. Distributor may not sublicense the license set forth in Section 3.1.

c. Licensor Marks License. Licensor hereby grants to Distributor a non-exclusive, non-transferable license to use the Marks in connection with Licensor's marketing, distribution of the SaaS Offering pursuant to Section 2.1 hereof, provided that such use is in accordance with Licensor's then-current trademark usage guidelines. Such use must reference the Marks as being owned by Licensor. Nothing in this Agreement grants Distributor ownership or any rights in or to use the Marks, except in accordance with this license. Upon any termination of this Agreement, Distributor will no longer make any use of any Marks.

4. CUSTOMER AGREEMENT

a. Customer and End User Terms. Distributor acknowledges that Customers will be required to execute an Order Form with the Licensor, and will be bound to the Licensor’s General Terms for paid subscriptions, and that End Users’ access and use of the SaaS Offering shall be subject to the Licensor’s Terms of Service, as modified from time to time.

5. PAYMENTS

a. Fees. Licensor shall pay Distributor fees in accordance with executed Relationship Summary document.

b. Taxes. Licensor will pay all taxes and duties assessed, in connection with services provided under this Agreement, by any authority within or outside of the U.S.

6. DISTRIBUTOR OBLIGATIONS

a. Business Practices. Distributor will: (i) conduct business in a manner that reflects favorably at all times on the SaaS Offering and the good name, goodwill and reputation of Licensor; (ii) make no false or misleading representations with regard to Licensor or the SaaS Offering; and (iii) make no representations, warranties or guarantees with respect to the specifications, features or functionality of the SaaS Offering that are inconsistent with the literature distributed by Licensor.

7. SUPPORT

a. Licensor shall be responsible for all customer support of Customers and End Users.

8. CONFIDENTIALITY

a. Confidential Information. For the purposes of this Agreement "Confidential Information" means: (i) the SaaS Offering; (ii) any business or technical

information of Licensor or Distributor, including but not limited to any information relating to Licensor's or Distributor's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personally identifiable information, personnel, research, development or know-how; (iii) any information that is designated by the disclosing party as "confidential" or "proprietary" or, if orally disclosed, reduced to writing by the disclosing party within thirty (30) days of such disclosure; and (iv) the terms and conditions of this Agreement.

b. Exclusions. Confidential Information will not include information that: (i) is developed by the receiving party independently and without use of or reference to the disclosing party's Confidential Information; (ii) is obtained by the receiving party from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) is in or enters the public domain other than through the fault or negligence of the receiving party and without breach of this Agreement; or (iv) is in the possession of the receiving party prior to first receiving it from the disclosing party.

c. Obligation. Each party shall maintain in strict confidence, and shall not use or disclose, except as expressly permitted under this Agreement, any Confidential Information received from the other party. Each party further agree to use the same degree of care to maintain the confidentiality of all Confidential Information received from the other party that it uses to maintain the confidentiality of its own information of similar importance, but in no event will it use less than reasonable care.

9. OWNERSHIP

a. Licensor Ownership

i. Distributor will not obtain any rights to the SaaS Offering nor any worldwide Intellectual Property Rights therein, except as expressly provided for in this Agreement.

10. WARRANTY

a. General Warranties. Licensor represents and warrants to Distributor that:

i. it has sufficient right and authority to grant to Distributor all licenses and rights that Licensor grants under this Agreement;

ii. the use and distribution of the SaaS Offering by Distributor as authorized under this Agreement does not and will not infringe the rights of any third party, including without limitation, any Intellectual Property Rights;

b. Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNIFICATION

a. Indemnity Obligation. Licensor will indemnify, hold harmless, and at Distributor's request defend, Distributor from and against any loss, cost, liability or expense (including court costs and reasonable attorneys' fees) arising out of or resulting from any claim that the SaaS Offering infringe or misappropriate the Intellectual Property Rights of any third party. In the event of any such claim, Distributor will: (i) promptly notify Licensor of the claim; (ii) allow Licensor to direct the defense and settlement of such claim with counsel of Licensor's choosing; and (iii) provide Licensor, at Licensor's expense, with information and reasonable assistance for the defense and settlement of the claim. Distributor reserves the right to retain counsel, at Distributor's expense, to participate in the defense and settlement of any such claim.

b. Exclusions. Notwithstanding the terms of Section 11.1, Licensor will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation or use of the SaaS Offering with equipment, devices, software or data not supplied by Licensor, if a claim would not have occurred but for such combination, operation or use; or (ii) Distributor’s, Customer’s, or an End User’s use of the SaaS Offering other than in accordance with this Agreement.

12. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR LICENSOR'S OBLIGATIONS UNDER SECTION 11, IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY TO DISTRIBUTOR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY DISTRIBUTOR IN CONNECTION WITH THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEEDING THE CLAIM OR ACTION GIVING RISE TO ANY LIABILITY.

13. TERM AND TERMINATION

a. Term. The initial term of this Agreement will be one year, beginning on the Effective Date. If Distributor has not sold any subscriptions to the Saas Offering during initial term, then, unless the Licensor notifies the Distributor of its election to renew, the Agreement shall terminate at the end of the initial term. If the Distributor has sold at least one subscription to the SaaS Offering in the initial term, then this Agreement shall automatically renew for additional one-year terms until terminated by either party upon 30 days written notification. The initial term

and any renewal term shall collectively be referred to as the “Term”.

b. Events of Termination. Either party will have the right to terminate this Agreement if:

i. the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice;

ii. the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;

iii. the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; or

c. Termination for Convenience. Licensor may elect to terminate this Agreement at any time by providing five (5) days written notice to Distributor.

d. Effect of Termination.

i. Upon termination of this Agreement:

(i) all Client access to the SaaS Offering distributed by Distributor pursuant to this Agreement shall terminate; and

(ii) each party will (except as specified in subsections (b) below) immediately return to other party or (at such other party's request) destroy all Confidential Information of the other party in its possession or control, and will provide the other party with any officer's written certification as to the return or destruction of such Confidential Information.

e. Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

f. Survival. The rights and obligations of the parties contained in Sections 8-12, 13.3, 13.6 and 14 will survive the termination of this Agreement.

14. GENERAL

1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part,

without the other party's prior written consent. Any attempt to assign this Agreement without such consent will be null and void.

2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.

3. Compliance With Law. Each party agrees to comply in all material respects with all applicable laws, rules, and regulations in connection with its activities under this Agreement.

4. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.

5. Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that such party gives prompt written notice thereof to the other party.

6. Notices. All notices under this Agreement will be deemed given when delivered personally, sent by email or confirmed facsimile transmission, or sent by certified or registered U.S. mail or nationally-recognized express courier, return receipt requested, to the address shown above or as may otherwise be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.

7. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.

8. Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.

9. Entire Agreement. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

10. Counterparts. This Agreement may be executed by in counterpart, each of which will be deemed an original, but both of which together will constitute one and the same instrument. These signatures will be available in Relationship summary document.

EXHIBIT A

SaaS Offering

1. Licensor’s software as a service offering, currently available at https://www.rezolve.ai/ai-service-desk-platform

Licensor’s Marks

1. Rezolve.ai, Rezolve, GenAI Sidekick

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