Enterprise Support Services Agreement 1.0

ARCXA
Enterprise Support Services Agreement
Version 1.0

This Enterprise Support Services Agreement ("Agreement") is entered into
between Equitus Corporation, a Florida corporation ("Provider"), and the entity
or individual completing purchase or accepting these terms ("Customer"). This
Agreement is separate from and in addition to any Commercial License Agreement
between the parties.

1. DEFINITIONS

Covered Software
ARCXA deployed under a valid Commercial License Agreement between Provider
and Customer.

Support Fee
$2,500 USD per Node per year, invoiced annually in advance.

Support Term
One (1) year from the Effective Date, renewing automatically unless either
party provides thirty (30) days written notice of non-renewal before the
renewal date.

Node
As defined in the Commercial License Agreement. Support Fees apply to each
Node covered under an active Commercial License Agreement.

Named Engineer
The Provider support engineer designated as Customer's primary technical
point of contact.

Business Hours
Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding United
States public holidays.

Critical Issue
A production defect causing complete unavailability of the Covered
Software, or a severe data integrity failure, with no available workaround.

Non-Critical Issue
Any issue that does not meet the definition of Critical Issue, including
performance degradation, feature questions, and configuration requests.

Response Time
The elapsed time from Customer's submission of a support request through
the designated portal to Provider's acknowledgment and initial triage.

Effective Date
The date Customer completes purchase or executes this Agreement.

2. SUPPORT SERVICES INCLUDED

2.1 Named Customer Success Engineer

Customer will be assigned a Named Engineer who:

- Serves as Customer's primary technical point of contact for all support
interactions
- Maintains working familiarity with Customer's deployment configuration and
migration use cases
- Coordinates escalations within Provider's engineering and product teams on
Customer's behalf

Named Engineer assignments may change due to staffing changes. Provider will
notify Customer with reasonable advance notice of any such change.

2.2 Response SLA

Issue Type Response Time Coverage Window
------------------------ ------------------------- --------------------------
Critical Issue 4 Business Hours Business Hours
Non-Critical Issue 24 Business Hours Business Hours

Response Time means acknowledgment and initial triage. Resolution timelines
depend on issue complexity and are not guaranteed. Provider is not liable for
response delays caused by Customer's failure to provide timely information or
access.

2.3 Quarterly Migration Health Reviews

- Up to four (4) reviews per Support Term year, conducted via video call
- Reviews cover deployment health, ontology performance, lineage quality
metrics, and upcoming migration planning
- Customer must schedule reviews at least two (2) weeks in advance through
the support portal
- On-site reviews are available subject to mutual written agreement and
Customer's reimbursement of Provider's reasonable travel expenses

2.4 Architecture Consultation Hours

- Ten (10) hours of architecture consultation included per Support Term year
- Consultation covers deployment architecture, ontology design, integration
patterns, connector configuration, and migration strategy
- Hours do not roll over to subsequent Support Term years; unused hours
expire at the end of each Support Term year
- Additional consultation hours beyond the included ten (10) are available
at Provider's then-current professional services rate, invoiced separately

2.5 Priority Feature Requests

Customer may submit feature requests that will be reviewed and prioritized in
Provider's product roadmap process. Priority consideration does not constitute
a commitment to deliver any specific feature or functionality within any
specific timeframe.

2.6 Pre-Release Access

Customer will receive access to pre-release versions of Covered Software for
evaluation purposes, subject to Customer's confidentiality obligations.
Pre-release versions are provided as-is and are not covered by the Response
SLA in Section 2.2.

3. SUPPORT FEE AND PAYMENT

3.1 Fee
The Support Fee is $2,500 USD per Node per year. Fees are invoiced
annually in advance on or before each Effective Date or renewal date.

3.2 Payment Terms
Payment is due within thirty (30) days of invoice. Late payments accrue
interest at 1.5% per month or the maximum rate permitted by applicable
law, whichever is lower.

3.3 Node Count
Support Fees apply to the same Node count as Customer's active Commercial
License Agreement. Any increase in licensed Nodes during a Support Term
will result in a pro-rated Support Fee adjustment invoiced for the
remainder of the then-current Support Term.

3.4 No Refunds
Support Fees are non-refundable except as required by applicable law.

4. CUSTOMER RESPONSIBILITIES

To receive support services under this Agreement, Customer agrees to:

- Maintain an active Commercial License Agreement with Provider in good
standing
- Designate a primary technical contact within Customer's organization for
all support interactions
- Provide Provider with reasonable access to logs, configuration details,
environment information, and deployment data necessary to diagnose and
resolve issues
- Operate a supported version of the Covered Software as specified in
Provider's documentation; Provider is not obligated to support
end-of-life versions
- Submit all support requests through Provider's designated support portal
with sufficient detail to enable triage, including steps to reproduce,
observed behavior, and impact scope

5. SERVICE EXCLUSIONS

Support services under this Agreement do not cover:

- Issues caused by Customer's unauthorized modifications to the Covered
Software
- Third-party software, cloud infrastructure, database systems, or
integrations not supplied by Provider
- Issues arising from Customer's failure to follow Provider's documented
installation, configuration, or upgrade guidance
- Custom development, data migration execution, or professional services
work beyond the included consultation hours in Section 2.4
- Issues in pre-release or evaluation versions of the Covered Software
- Hardware failures, network outages, or infrastructure issues outside the
Covered Software

6. RELATIONSHIP TO COMMERCIAL LICENSE AGREEMENT

This Agreement is a separate and independent agreement from any Commercial
License Agreement between the parties. Termination of this Agreement does not
affect the Commercial License Agreement, and termination of the Commercial
License Agreement does not automatically terminate this Agreement, unless both
agreements are terminated concurrently or the Commercial License Agreement is
the basis for the termination.

In the event of any conflict between this Agreement and the Commercial License
Agreement with respect to the scope or delivery of support services, this
Agreement shall govern.

7. WARRANTIES AND DISCLAIMERS

7.1 Provider Warranty
Provider warrants that support services will be performed in a
professional and workmanlike manner consistent with industry standards for
enterprise software support.

7.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, SUPPORT SERVICES ARE
PROVIDED "AS IS." PROVIDER DOES NOT WARRANT THAT ALL ISSUES WILL BE
RESOLVED OR THAT RESPONSE TIMES WILL ALWAYS BE MET WHERE DELAYS ARE
CAUSED BY CIRCUMSTANCES BEYOND PROVIDER'S REASONABLE CONTROL, INCLUDING
CUSTOMER DELAYS IN PROVIDING ACCESS OR INFORMATION.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUPPORT
FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
CLAIM. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES.

9. TERM AND TERMINATION

9.1 Term
This Agreement commences on the Effective Date and continues for the
Support Term, renewing automatically for successive one-year terms unless
terminated as provided herein.

9.2 Termination for Convenience
Either party may terminate this Agreement effective at the end of the
then-current Support Term by providing thirty (30) days written notice
prior to renewal.

9.3 Termination for Cause
Either party may terminate this Agreement upon written notice if the other
party materially breaches any term of this Agreement and fails to cure
such breach within fifteen (15) days after receiving written notice of the
breach.

9.4 Effect of Termination
Upon termination or expiration, Provider's obligation to deliver support
services ceases immediately. No refund of prepaid Support Fees is owed
for the remainder of the terminated term.

10. GENERAL

10.1 Governing Law
This Agreement is governed by the laws of the State of Florida, without
regard to conflict of law provisions. The parties consent to exclusive
jurisdiction in the state and federal courts of Pinellas County, Florida.

10.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties
regarding enterprise support services and supersedes all prior agreements
and representations on the same subject matter.

10.3 Amendment
This Agreement may only be amended by a written instrument signed by
authorized representatives of both parties.

10.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions
continue in full force and effect.

10.5 Notices
All notices shall be in writing and delivered to info@equitus.ai or the
address provided at time of purchase.