MASTER SUBSCRIPTION AGREEMENT ("MSA")

Acceptance

This Master Subscription Agreement ("Agreement" or "MSA") is a legally binding contract between Spherene AG, Europa-Str. 9, CH-8152 Glattbrugg (ZH), Switzerland ("Spherene AG") and the individual or entity accessing or using the Platform ("Customer", "you"). By taking any of the following actions you confirm that you have read, understood, and agree to be bound by this Agreement:

• Online signup: Ticking the "I agree to the Master Subscription Agreement" checkbox and completing registration; or

• Order Form: Signing an Order Form that incorporates this MSA by reference; or

• Continued use: Accessing or using any part of the Platform after this Agreement has been made available to you.

If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, do not access or use the Platform.

1. Definitions

In this Agreement the following terms have the meanings set out below. Additional commercial terms (subscription tier, fees, seat count, support level, and Credits allocation) are defined in the applicable Order Form.

• "Agreement" or "MSA": This Master Subscription Agreement, together with any executed Order Form, the Data Processing Agreement (Schedule A), and the Privacy Policy, each incorporated by reference.

• "Authorised User": A natural person authorised by the Customer to access and use the Platform under the Customer's subscription. Credentials are personal and non-transferable.

• "Confidential Information": All non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Spherene AG's Confidential Information includes, without limitation, the Platform, its source code, algorithms, computational logic, data models, ADMS technology, pricing, commercial terms, and product roadmap.

• "Customer Data": Design files, geometry, metadata, and any other content uploaded, submitted, or processed by the Customer or its Authorised Users through the Platform.

• "Customer Portal": The authenticated online portal through which the Customer manages subscriptions, licences, usage, credits, billing, support, and account settings.

• "Documentation": Spherene AG's official user guides, technical specifications, API references, and help files made available at spherene.io/documentation.

• "Effective Date": The earlier of: (a) the date the Customer accepts this Agreement as described above; or (b) the effective date stated in an Order Form.

• "Order Form": A written document executed by both parties specifying the subscription tier, number of Authorised Users or seats, subscription term, fees, Credit allocation, support level, and any other commercial terms applicable to the Customer's subscription. Each Order Form is governed by and incorporates this MSA. In the event of conflict between an Order Form and this MSA, the Order Form prevails solely for the commercial terms specified therein.

• "Platform": Collectively: (i) the SphereneNXT desktop software accessible by subscription; (ii) plugin subscriptions for Spherene integrations including Rhino/Grasshopper, Autodesk Fusion, nTop, and any other integrations made available from time to time; (iii) the SphereneNXT cloud-based SaaS platform and API accessible by subscription; (iv) the Customer Portal; (v) Spherene Credits; and (vi) all updates, upgrades, patches, new versions, and successor products made available by Spherene AG during the Term.

• "Privacy Policy": The Spherene AG Privacy Policy, available at spherene.io/legal/privacy-policy, as updated from time to time.

• "Spherene Credits" or "Credits": Pre-purchased usage units that entitle the Customer to access specific features, modules, or computational resources within the Platform beyond the usage threshold included in the Customer's base subscription. Credits are non-transferable between accounts, carry no cash redemption value, and expire as set out in the applicable Order Form.

• "Term": The duration of the Customer's subscription as set out in the applicable Order Form.

• "Usage Data": Anonymised, aggregated technical and behavioural data collected by Spherene AG relating to Platform usage, performance, and feature interactions. Usage Data does not identify the Customer or individual Authorised Users.

2. Platform Access and Licence Grant

2.1 Licence grant

Subject to the Customer's compliance with this Agreement and payment of applicable fees as set out in the Order Form, Spherene AG grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to access and use the Platform solely for the Customer's internal business purposes, up to the number of Authorised Users and subject to the usage restrictions set out in the applicable Order Form.

2.2 Subscription types

The Platform is available under commercial, educational, student, trial, and partner (NFR) subscription types. The specific tier, features, usage thresholds, and term applicable to the Customer are set out in the Order Form. Educational and student subscriptions are restricted to non-commercial academic use only and are subject to eligibility verification. Trial subscriptions are provided for evaluation purposes for a limited period at no charge. NFR partner licences are provided to authorised Spherene AG resellers solely for internal training, evaluation, and demonstration — not for commercial production use.

2.3 Delivery models

The Platform is delivered as:

• cloud-hosted SaaS accessible via web browser and API;

• desktop software installed on authorised devices;

• plugins installed within supported third-party CAD/CAE environments; or

• on-premise deployment where separately agreed in writing.

The delivery model applicable to the Customer is specified in the Order Form.

2.4 Authorised Users and account security

Each subscription is limited to the number of Authorised Users set out in the Order Form. Credentials are personal and non-shareable. Concurrent use of a single account by multiple individuals is prohibited. The Customer is responsible for all activity under its accounts and must promptly notify Spherene AG at support@spherene.io upon becoming aware of any unauthorised access.

2.5 Customer Portal

The Customer Portal provides authenticated access to subscription management, licence information, usage data, credit balances, billing history, and support. The Customer is responsible for maintaining the confidentiality of portal credentials and for all activities occurring under its portal account. Automated access, scraping, or any misuse of the Customer Portal is prohibited.

3. Restrictions and Acceptable Use

3.1 Permitted use

The Customer may access and use the Platform solely for its own internal business purposes in accordance with this Agreement, the Documentation, and the applicable Order Form.

3.2 Prohibited activities

The Customer must not, and must ensure its Authorised Users do not:

• exceed the Authorised User count, seat limit, or usage thresholds set out in the Order Form;

• copy, modify, adapt, or create derivative works of the Platform for the purpose of building a competing product or service;

• sublicense, rent, lease, sell, resell, transfer, or otherwise make the Platform available to any third party other than Authorised Users;

• use the Platform to provide bureau, hosted, or managed services to third parties without Spherene AG's prior written consent;

• decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code, algorithms, data models, minimal-surface logic, or computational architecture of the Platform, except as expressly permitted by mandatory applicable law;

• access or probe any internal API, computation engine, or database schema other than through publicly documented interfaces;

• use, train, or develop competing algorithms, models, or software based on or derived from the Platform or its outputs;

• circumvent, disable, or interfere with any licensing, security, or access control mechanism;

• use the Platform for nuclear, defence, biological, chemical, or weapons-related applications without prior written consent from Spherene AG and all required government authorisations;

• use the Platform in any embargoed territory or for the benefit of any sanctioned person or entity (see Section 9);

• remove or alter any proprietary notices, trademarks, or attribution statements in or on the Platform;

• use the Platform in any manner that violates applicable law, this Agreement, or the Privacy Policy.

3.3 Protection of proprietary technology

The Customer acknowledges that the Platform embodies Spherene AG's patented ADMS technology, trade secrets, and proprietary intellectual property. The prohibitions in Section 3.2 on reverse engineering, competitive development, and circumvention are material conditions of this Agreement. Any breach entitles Spherene AG to terminate access immediately and to seek injunctive relief and all other available remedies without bond or proof of actual damage.

4. Customer Obligations

4.1 Accurate registration.

The Customer warrants that all registration information it provides is true, accurate, and complete, and will be promptly updated as necessary.

4.2 Compliance.

The Customer must comply with all applicable laws in connection with its use of the Platform, including export control, data protection, and intellectual property laws.

4.3 Customer Data.

The Customer is solely responsible for the accuracy, legality, and appropriateness of all Customer Data. The Customer warrants that it has all necessary rights and permissions to upload and process Customer Data through the Platform.

5. Spherene Credits

5.1 Nature of Credits.

Spherene Credits are pre-purchased usage units that unlock access to specific features, modules, or computational resources within the Platform beyond the threshold included in the Customer's base subscription tier. The quantity, price, and applicable features are set out in the Order Form.

5.2 Non-transferability.

Credits are tied to a specific Customer account and may not be transferred, assigned, or shared between accounts.

5.3 No cash value.

Credits carry no cash redemption value and will not be refunded or exchanged for cash under any circumstances, except as required by mandatory applicable law.

5.4 Expiry.

Credits expire as set out in the applicable Order Form. Spherene AG will provide reasonable advance notice of expiry via the Customer Portal. Expired Credits are forfeited without compensation.

5.5 Effect of cancellation.

On cancellation or expiry of a subscription, unused Credits are forfeited unless Spherene AG expressly agrees otherwise in writing.

6. Fees and Payment

6.1 Fees.

All subscription fees, Credit package prices, and any other charges are set out in the applicable Order Form. Spherene AG does not publish pricing publicly. Spherene AG may update fees for subscription renewals upon written notice as specified in the Order Form.

6.2 Payment — web channel.

For subscriptions purchased through the Spherene web platform, payments are processed by Paddle.com Market Limited ("Paddle") as Merchant of Record. Paddle collects and processes payment details directly. Spherene AG does not receive or store payment card data.

6.3 Payment — direct invoicing.

Enterprise customers invoiced directly by Spherene AG shall pay each invoice within the period specified in the Order Form. Late payments bear interest at 5% per annum above the Swiss National Bank reference rate from the due date.

6.4 Taxes.

All fees are exclusive of VAT, withholding tax, and similar levies. Where Paddle acts as Merchant of Record, Paddle is responsible for applicable tax handling. Where Spherene AG invoices directly from Switzerland, applicable Swiss VAT will be added where required. Each party bears its own income taxes.

6.5 Suspension for non-payment.

Spherene AG may suspend Platform access if any undisputed invoice remains unpaid more than 14 days after written notice. Suspension does not release the Customer from its payment obligations.

6.6 Refunds.

Refunds are governed by the Spherene AG Refund Policy at spherene.io/refund-policy. Credits are non-refundable once purchased, except as required by mandatory applicable law.

7. Customer Data and Usage Data

7.1 Ownership.

As between the parties, the Customer owns all Customer Data. Spherene AG makes no claim of ownership.

7.2 Licence to process.

The Customer grants Spherene AG a limited, non-exclusive licence to access, host, store, and process Customer Data solely to:

• provide and maintain the Platform;

• respond to support requests; and

• comply with applicable law.

Spherene AG will not use Customer Data for any other purpose without prior written consent, except as set out in Section 7.4.

7.3 Usage Data.

Spherene AG collects Usage Data automatically during Customer's use of the Platform. Spherene AG owns all Usage Data and may use it for product improvement, analytics, and research. Usage Data is anonymised and aggregated and will not identify the Customer or individual Authorised Users.

7.4 Trial, Student, Free and NFR extended use.

For trial, evaluation, student, free, and NFR licences only, the Customer agrees that Spherene AG may access and process Customer Data including designs, geometries, metadata, and usage patterns for product improvement, research, and algorithm development. Where reasonably possible, Spherene AG will use anonymised or aggregated data.

7.5 Data protection.

Each party will comply with applicable data protection laws. Where Spherene AG processes personal data on behalf of the Customer as a data processor, the processing is governed by the Data Processing Agreement set out in Schedule A of this MSA. Spherene AG's processing of personal data as a data controller is governed by the Privacy Policy.

7.6 Storage and security.

Customer Data is stored on Google Cloud Platform infrastructure in Germany (Frankfurt region). Spherene AG implements appropriate technical and organisational security measures as described in the Privacy Policy and Schedule A.

7.7 Data return and deletion.

Customer Data is retained for 90 days following termination or expiry to allow export via the Customer Portal, after which it is deleted or anonymised. The Customer may request earlier deletion by contacting support@spherene.io. Spherene AG will certify deletion within 30 days of a written request.

8. Intellectual Property

8.1 Spherene AG ownership.

The Platform and all related intellectual property rights — including source code, algorithms, ADMS technology, data models, computational logic, documentation, and trademarks — are and remain the exclusive property of Spherene AG. Nothing in this Agreement transfers any ownership of intellectual property rights to the Customer. The Platform is licensed, not sold.

8.2 Customer ownership.

The Customer retains all intellectual property rights in Customer Data and in designs and outputs it generates using the Platform, subject to the licence in Section 7.2 and the restrictions in Section 3.2.

8.3 Feedback.

If the Customer provides feedback, suggestions, or ideas relating to the Platform, the Customer assigns to Spherene AG all right, title, and interest in such feedback. Spherene AG may use feedback without restriction or obligation.

8.4 Trademarks.

Spherene is a registered trademark of Spherene AG. The Customer may refer to the Platform by name in a factual, non-misleading manner but may not use Spherene AG's trademarks, logos, or brand assets without prior written consent.

9. Export Control and Sanctions

9.1 Compliance.

The Customer must comply with all applicable Swiss, EU, UK, and US export control, sanctions, and embargo laws in connection with its use of the Platform, including Swiss KBES/SECO regulations, EU dual-use controls, UK Export Control Orders, US EAR, and OFAC sanctions.

9.2 Prohibited territories and persons.

The Customer must not use or make available the Platform: (a) in or for the benefit of any country or territory subject to comprehensive trade embargoes including Cuba, Iran, North Korea, Russia, Syria, Belarus, Myanmar, and any other jurisdiction designated under UN, EU, SECO, or OFAC sanctions from time to time; or (b) for or on behalf of any individual or entity on applicable government sanctions lists.

9.3 Certification.

By accepting this Agreement, the Customer certifies that it is not a sanctioned person, is not located in an embargoed jurisdiction, and will not use the Platform for prohibited military, nuclear, or weapons applications. These certifications are ongoing conditions of access.

9.4 Breach.

Violation of this Section constitutes a material breach entitling Spherene AG to terminate all access immediately without refund and to report the violation to applicable authorities.

10. Term and Termination

10.1 Term.

This Agreement commences on the Effective Date and continues until the expiry or termination of all active Order Forms. Each Order Form has the subscription term specified therein. Subscriptions do not renew automatically unless the Order Form expressly provides for auto-renewal with appropriate notice.

10.2 Termination for cause.

Either party may terminate this Agreement or any Order Form immediately by written notice if the other party: (a) materially breaches this Agreement and fails to cure within 30 days of written notice specifying the breach; (b) becomes insolvent or enters an insolvency proceeding; or (c) commits fraud or willful misconduct.

10.3 Immediate termination by Spherene AG.

Spherene AG may terminate immediately, without notice and without refund, if the Customer:

• violates Section 3.2 or Section 9;

• attempts to reverse-engineer or circumvent the Platform; or

• makes material misrepresentations in registration or certification.

10.4 Effect of termination.

On expiry or termination:

• all access rights cease;

• the Customer must delete all downloaded software;

• unused Credits are forfeited;

• Customer Data is retained for 90 days for export then deleted; and

• accrued payment obligations survive. Sections 1, 3.3, 7 (data obligations), 8, 9.4, 11, 12, 13, 14, and 15 survive termination.

11. Service Levels and Support

11.1 Availability.

Spherene AG will use commercially reasonable efforts to maintain SaaS platform availability of 99.5% measured monthly, excluding scheduled maintenance, emergency maintenance, force majeure events, and Customer-caused outages. Specific SLA commitments and service credits for enterprise subscriptions are set out in the applicable Order Form.

11.2 Support.

Technical support is provided at the level set out in the applicable Order Form. All users may access documentation at spherene.io/documentation and email support@spherene.io. Enhanced support tiers including priority response times and dedicated contacts are available under certain subscription tiers as agreed in the Order Form.

11.3 Updates.

Platform updates and improvements are included in active subscriptions. Spherene AG may modify the Platform at any time. Material changes to existing functionality will be communicated with reasonable advance notice.

12. Confidentiality

12.1 Obligations.

Each party will keep the other's Confidential Information strictly confidential, will not disclose it to third parties without prior written consent, and will use it only for purposes expressly permitted under this Agreement. Each party will apply at least the same degree of protection to the other's Confidential Information as to its own, and in any event no less than reasonable care.

12.2 Permitted disclosures.

Each party may disclose Confidential Information to employees, contractors, and professional advisers with a need to know who are bound by equivalent confidentiality obligations.

12.3 Exclusions.

Obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already lawfully known before disclosure; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed by law or court order, with prompt prior written notice where legally permitted.

12.4 Duration.

Obligations continue for 5 years after termination. Protection for algorithms, data models, and proprietary computation logic continues indefinitely.

12.5 Commercial terms.

The Customer acknowledges that all pricing, fee structures, discount arrangements, and commercial terms set out in Order Forms constitute Spherene AG's Confidential Information. The Customer will not disclose such terms to any third party, including competitors, without Spherene AG's prior written consent.

13. Warranties and Disclaimer

13.1 Spherene AG warranties

Spherene AG warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Platform will perform materially in accordance with the Documentation during the Term; (c) it will apply appropriate technical and organisational measures to protect Customer Data; and (d) to its knowledge, the Platform as delivered does not infringe any third party's intellectual property rights.

13.2 Customer warranties

The Customer warrants that: (a) it has authority to enter into this Agreement; (b) Customer Data and its use of the Platform comply with applicable law; and (c) the certifications in Section 9.3 are true and will remain true throughout the Term.

13.3 Disclaimer

EXCEPT AS SET OUT IN SECTION 13.1, THE PLATFORM IS PROVIDED "AS IS". SPHERENE AG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPHERENE AG DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT THE PLATFORM WILL MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS.

14. Indemnification

14.1 By Spherene AG

Spherene AG will defend the Customer against third-party claims alleging that the Platform as delivered infringes that party's intellectual property rights, and will indemnify the Customer against resulting damages and costs, provided the Customer: (a) promptly notifies Spherene AG; (b) grants Spherene AG sole control of the defense; and c) provides reasonable cooperation. This indemnity does not cover claims arising from Customer modifications, unauthorized combinations, or continued use after a non-infringing alternative has been provided.

14.2 By the Customer

The Customer will defend and indemnify Spherene AG against third-party claims arising from: (a) Customer Data; (b) use of the Platform in violation of this Agreement or applicable law; (c) breach of Customer warranties; or (d) the Customer's misrepresentations.

15. Limitation of Liability

15.1 Exclusion of indirect loss.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Aggregate cap.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

15.3 Exceptions.

Limitations in this Section do not apply to: (a) indemnification obligations under Section 14; (b) willfull misconduct or gross negligence; c) violations of Section 9 (export control) or Section 3.3 (IP protection); (d) death or personal injury; or (e) breaches of Section 12 (confidentiality).

16. General Provisions

16.1 Governing law.

This Agreement is governed by Swiss law, excluding conflict of laws rules and the CISG.

16.2 Dispute resolution.

Disputes will first be subject to good-faith negotiation between senior representatives for 30 days. Unresolved disputes will be referred to arbitration administered by the Swiss Chambers' Arbitration Institution (SCAI) under the Swiss Rules of International Arbitration, seated in Zurich, conducted in English before a single arbitrator. Either party may seek urgent injunctive relief from a competent court without waiving arbitration rights.

16.3 Entire agreement.

This Agreement, together with all executed Order Forms and Schedule A (DPA), constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings. It replaces and supersedes the Spherene AG EULA (spherene.io/eula-spherene) and Sections 5, 6, 7, and 16 of the Terms of Use (spherene.io/terms-of-use).

16.4 Amendments.

Spherene AG may amend this MSA upon 30 days' prior written notice to existing Customers. Continued use after the notice period constitutes acceptance. Order Form commercial terms may only be amended by a signed written amendment.

16.5 Assignment.

The Customer may not assign this Agreement without Spherene AG's prior written consent. Spherene AG may assign in connection with a merger, acquisition, or sale of substantially all its assets upon written notice.

16.6 Severability.

Invalid or unenforceable provisions will be modified to the minimum extent necessary. Remaining provisions continue in full force.

16.7 Waiver.

No failure or delay in exercising any right constitutes a waiver of that right.

16.8 Force majeure.

Neither party is liable for delays caused by circumstances beyond its reasonable control, provided prompt notice is given. If the event continues for more than 90 days, either party may terminate the affected Order Form on 30 days' written notice without further liability.

16.9 Independent contractors.

The parties are independent contractors. This Agreement creates no partnership, agency, employment, or joint venture.

16.10 Notices.

Legal notices must be in writing: to Spherene AG at legal@spherene.io; to the Customer at its registered email address. Data rights notices to privacy@spherene.io. Email notices are deemed received on confirmed delivery.

16.11 Language.

This Agreement is in English. In case of conflict between any translation and the English version, English prevails.

16.12 Electronic execution.

Clickwrap acceptance and electronic signatures constitute valid, binding execution under Swiss law (Art. 14 CO) and the laws of all major jurisdictions.