Version Date: June 16, 2025

BY INDICATING ACCEPTANCE OF THIS COMMERCIAL AGREEMENT OR ACCESSING OR USING PLANFUL AI ANALYST, CLIENT IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS COMMERCIAL AGREEMENT. CLIENT AGREES THAT THIS COMMERCIAL AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY CLIENT.

Planful AI Analyst Early Access Program Commercial Agreement

1. Overview

This Commercial Agreement (“Commercial Agreement”) is a legal agreement between Planful Inc. or the affiliated Planful Inc. entity (“Planful”) that provides services (“Application Services”) to the customer (“Client”) pursuant to the Master Subscription Agreement (“Base Agreement”). The Base Agreement is the operative agreement between Planful and Client for the provisioning of the Application Services.

This Commercial Agreement applies to and governs Client’s participation in the Early Access Program (“Early Access Program”) for Planful AI Analyst (“Planful AI Analyst”), prior to its official general availability (“GA”) release. Client must agree to this Commercial Agreement in order to participate in the Early Access Program or use Planful AI Analyst. This Commercial Agreement is effective as of the earlier of the date of acceptance of this Commercial Agreement or the date Client enables or uses Planful AI Analyst (“Effective Date”).

2. Eligibility and Participation

• Eligibility and Participation: By using Planful AI Analyst, Client agrees to comply with all requirements in this Commercial Agreement. Client also agrees to use Planful AI Analyst in compliance with Client’s Base Agreement with Planful, Planful’s Privacy Policy, and Planful’s Acceptable Use Policy (“Base Agreement and Policies”). The Base Agreement and Policies are hereby incorporated by reference and control for any provisions not addressed in this Commercial Agreement. The Base Agreement and Policies shall continue to apply to Client’s use of Application Services and Planful AI Analyst. If Client’s Base Agreement is terminated or expires, this Commercial Agreement and Client’s use of Planful AI Analyst will be terminated.

3. Pricing and Payment Terms

• Payment Terms: Payment is due thirty (30) days from the invoice date.

4. Commitments from Client

• Feedback: Client agrees to provide Planful with structured suggestions, comments, or other feedback on Planful AI Analyst, including but not limited to ease of use, functionality, modifications, enhancements, performance, and any issues encountered (“Feedback”). Client assigns to Planful all right, title and interest in the Feedback. Planful AI Analyst and all Feedback provided by Client are Planful’s Confidential Information, and Planful may use Feedback provided by Client in advertising and promotional materials.
• Publicity and Testimonials: In exchange for the discounted access period, Client agrees to participate in case studies, provide testimonials, and allow Planful to reference Client as a participant in the Early Access Program for marketing and promotional purposes.

5. Terms of Use

• Product Status: Access to Planful AI Analyst through the Early Access Program is intended for evaluation purposes, is not generally available, and may contain bugs and errors. Client also acknowledges that the product may still undergo modifications, feature updates, and improvements during this period. Client understands Planful AI Analyst is provided on an “as is” and “as available” basis.
• Disclaimer of Warranties: CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT PLANFUL AI ANALYST IS PROVIDED BY PLANFUL ON AN “AS IS” BASIS AND AS AVAILABLE, AND CLIENT’S ACCESS TO, PARTICIPATION AND/OR USE OF THE PLANFUL EARLY ACCESS PROGRAM OR PLANFUL AI ANALYST, IS AT CLIENT’S SOLE RISK. PLANFUL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PERFORMANCE, SPEED, FUNCTIONALITY, SUPPORT, AND AVAILABILITY OF PLANFUL AI ANALYST. TO THE MAXIMUM EXTENT ALLOWED BY LAW, PLANFUL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. PLANFUL SHALL HAVE NO LIABILITY OR OBLIGATION FOR ANY HARM OR DAMAGE ARISING FROM DEFICIENCIES THEREWITH.
• Limitation of Liability: IN NO EVENT SHALL PLANFUL OR ITS AFFILIATES BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THIS COMMERCIAL AGREEMENT AND WHETHER DIRECT OR INDIRECT: (i) INCLUDING LOSS OF CLIENT DATA; (ii) LOSS OF REVENUE OR PROFITS; OR (iii) LOSS OF USE; HOWEVER CAUSED AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT PLANFUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLANFUL SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO PLANFUL AI ANALYST UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE PLANFUL’S LIABILITY WITH RESPECT TO PLANFUL AI ANALYST SHALL NOT EXCEED $500.00.
• Support: Planful will provide support services during the Early Access Program. These support services include assistance with configuration, troubleshooting, and any inquiries that arise during the use of Planful AI Analyst. Dedicated support channels will be available to ensure smooth usage throughout the program.

6. Term and Termination

• Termination by Planful: This Commercial Agreement commences on the Effective Date, and will remain in effect until the Planful AI Analyst is made generally available to Planful customers (“Term”). Notwithstanding the foregoing, Planful reserves the right to modify or terminate Planful AI Analyst or the Early Access Program, or Client’s use of Planful AI Analyst, to limit or deny access to Planful AI Analyst and/or participation in the Early Access Program, at any time, in Planful’s sole discretion, for any reason, with or without notice and without liability to Client. Planful may never make Planful AI Analyst generally available as part of, or an add-on to, the Application Services, and Client agrees that its decision to purchase the Application Services was not and is not contingent on the delivery of Planful AI Analyst. This Commercial Agreement may terminate prior to the Term if (i) Client is no longer a customer of Planful; or (ii) Client breaches its obligations under this Commercial Agreement, including a breach of confidentiality obligations. Any breaches of Client’s obligations under the Commercial Agreement may result in immediate termination from use of Planful AI Analyst.

7. Confidentiality

• Confidentiality: Client acknowledges and agrees that Planful AI Analyst and the Early Access Program constitute Confidential Information as defined in the Base Agreement. Client shall keep strictly confidential (i) Planful AI Analyst, (ii) the Early Access Program, and (iii) all information communicated to Client in relation to the Early Access Program or Planful AI Analyst, including Client’s participation in the Early Access Program. Client may only disclose the Early Access Program and Planful AI Analyst to its Authorized Users as defined in the Base Agreement.

8. Intellectual Property

• Intellectual Property. Planful retains all intellectual property and other rights in Planful AI Analyst and components thereof. Client shall not (i) create derivative works based on Planful AI Analyst; or (ii) modify, reverse engineer, translate, disassemble, or decompile Planful AI Analyst, or cause or permit others to do so.