Master Service Agreement

Last updated: 02/06/2026

This Agreement is entered into between Didero Inc., a Delaware corporation (“Didero”) and the entity or person placing an order via the Order Form (“Customer”). The “Effective Date” of this Agreement is the date set forth in the applicable order form (“Order Form“), or if none is provided, the date that Customer first registers for the Services.

1. Overview. Didero provides a supply chain and procurement workflow automation platform including agentic system for procurements, which allows Customer to input their vendor related communication, files and data (collectively, “Inputs”) in order to assist Customer in a variety of ways, including structuring vendor data, automating supplier related internal and external communication, tracking vendor performance and analyzing spend data. The Services are powered by a combination of Didero’s proprietary platform and by third-party AI platforms (“Third-Party LLM Providers”).

2. Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of this Agreement. For each Order Form, subject to Customer’s compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Didero grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Didero service(s) described in such Order Form (collectively, the “Services”) during the subscription term set forth in such Order Form. Customer may only use the Services for its internal business purposes and only in accordance with Didero’s applicable official user documentation (the “Documentation”).

3. Fees; Payment. Customer shall pay Didero the fees applicable to the subscription selected by Customer via the Subscription Page (the “Subscription”) or the fees otherwise set forth in each Order Form (the “Fees”). Customer shall provide Didero with valid and updated credit card information. Customer authorizes Didero to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the section titled “Subscription Term; Termination.” Such charges shall be made in advance in accordance with the Subscription or with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Didero will invoice Customer in advance or otherwise in accordance with the relevant Order Form. Payments will be payable in U.S. dollars and are due within thirty (30) days from the invoice date (if applicable). Didero currently uses Stripe as its third-party service payment processor, and, by using the Services, Customer agrees to be bound by Stripe’s Services Agreement, available at https://stripe.com/us/legal. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Didero’s net income). All Fees paid are non-refundable and are not subject to set-off. Didero reserves the right to amend the Fees upon renewal of the then-current subscription term by providing notice to Customer. Customer’s continued use of the Services following the effective date of such amendment to the Fees constitutes acceptance of the amended fees. If Customer does not agree to the amended Fees, then Customer may not use the Services.

4. Customer Intellectual Property and Data. For purposes of this Agreement, “Customer Data” shall mean all Inputs and all other data, information and materials provided, uploaded, or submitted by Customer to the Services and all Outputs generated therefrom. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer acknowledges and agrees that Didero may use and display Customer Data to provide the Services and perform under this Agreement.

5. Didero Intellectual Property. As between the parties, Didero retains all right, title, and interest in and to (a) the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Didero for the purposes of this Agreement, including any copies and derivative works of the foregoing and (b) Didero’s Confidential Information (as defined below). No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

6. Customer Responsibilities. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build any product or service that is competitive with any Didero product or service or any third-party LLM; (vii) interfere or attempt to interfere with the proper working of the Services; (viii) bypass any measures Didero may use to prevent or restrict access to the Services; (ix) represent or suggest that any Output is human-generated; or (x) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data.

7. Confidentiality. The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party that is proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (b) the terms of this Agreement; and/or (c) any other information that is designated as confidential by the Disclosing Party.

8. Third-Party Services. Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (collectively, “Third-Party Services”), including integrations provided by Didero.

9. Subscription Term; Termination. Unless earlier terminated as provided in this Agreement, this Agreement shall begin on the effective date of the first Order Form and end as of the expiration of the last active Order Form.

10. Indemnification. Each party (the “Indemnitor”) shall indemnify, defend and hold harmless the other party, its affiliates and each of its employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from and against all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arises from or relate to any claim that (a) in the case of Customer as the Indemnitor, the Customer Data or Customer’s use of the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right or violates any applicable law.

11. Warranty; Disclaimer. Didero will provide the Services and any other services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

12. Limitation of Liability. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S CONFIDENTIALITY OBLIGATIONS RESULTING FROM ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND FOR CUSTOMER’S BREACH OF CUSTOMER RESPONSIBILITIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, DATA LOSS, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

13. How to Contact Didero. Please contact Didero at support@didero.ai with any questions or concerns about the Services or these Terms & Conditions.

14. Miscellaneous. This Agreement represents the entire agreement between Customer and Didero with respect to the subject matter hereof, and supersedes all prior communications and proposals between Customer and Didero with respect thereto.