Software Terms of Service

These Software Terms of Service ("Terms") govern access to and use of the software applications, platforms, and tools ("Software") provided by Altura Innovation, LLC ("Altura," "we," "our"), including the Vista Recon product terms in Part B below. By accessing or using any Altura Software, or by signing an Order Form that references these Terms, you ("Client," "you," "your") agree to be bound by these Terms. If you do not agree, do not access or use the Software.

Where Client has a Master Services Agreement with Altura ("MSA"), these Terms serve as the supplemental software terms referenced in that MSA. The order of precedence among the Order Form, the MSA, and these Terms is stated in Section 13.1.

Versioning and changes. These Terms are published by dated version; the current version is 2026-07, effective July 15, 2026. When an Order Form, SOW, or subscription agreement references a specific dated version of these Terms, that version governs that subscription for its term, and Altura will not change the Terms applicable to that signed subscription during its term. Altura may publish updated dated versions that apply to new subscriptions and to renewals. For month-to-month or unspecified-term access, continued use after an updated version's effective date constitutes acceptance of that version. Prior dated versions remain available on request.

"Authorized User" means any individual whom Client permits to access the Software under Client's subscription.

"Client Data" means all data, content, and information that Client or its Authorized Users upload, submit, or transmit through the Software, and any data the Software ingests, retrieves, or processes on Client's behalf or at Client's direction (including settlement, payout, transaction, mapping, and accounting data drawn from Client-authorized sources). Client Data excludes Usage Data and Deidentified or Aggregate Data.

"Deidentified or Aggregate Data" means data derived from Client Data that has been aggregated or de-identified so that it does not identify, and is not reasonably linkable to, a natural person, household, or Client.

"Usage Data" means technical telemetry and statistics about the operation and use of the Software that do not identify Client or any individual and cannot reasonably be used to reconstruct Client Data.

"Documentation" means user guides, help articles, API references, and other materials provided by Altura describing the Software's functionality.

"Order Form" means an Altura order form, SOW, or subscription agreement signed by the parties (or otherwise accepted) that specifies the Software, fees, and Subscription Term.

"Personal Data" means information relating to an identified or identifiable individual that is subject to applicable data protection law.

"Subscription Term" means the period during which Client has paid access to the Software, as specified in the applicable Order Form.

2.1 License Grant. Subject to Client's payment of applicable fees and compliance with these Terms, Altura grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the Subscription Term solely for Client's internal business purposes. The Software is provided as a hosted service; Client acquires no ownership interest in the Software or any underlying technology.

2.2 Authorized Users. Client may permit Authorized Users to access the Software on Client's behalf. Client is responsible for all activities conducted through Authorized User accounts, including compliance with these Terms. Client shall ensure that each Authorized User account is used by only one individual and shall not share login credentials.

2.3 Restrictions. Client shall not, and shall not permit any Authorized User or third party to:

(a) Copy, modify, or create derivative works of the Software or Documentation;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;

(c) Sublicense, sell, resell, lease, rent, or distribute the Software to any third party;

(d) Use the Software to build a competing product or service, or to benchmark the Software for competitive purposes;

(e) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;

(f) Use the Software in violation of applicable law or in a manner that infringes the rights of any third party;

(g) Introduce viruses, malware, or other harmful code into the Software;

(h) Circumvent or disable any security or access control features of the Software; or

(i) Use the Software to transmit unsolicited communications, including spam.

3.1 Ownership. Client retains all right, title, and interest in and to Client Data. Altura acquires no ownership interest in Client Data by virtue of these Terms or Client's use of the Software.

3.2 Authorization to process; product improvement. Client authorizes Altura to access, use, process, and retain Client Data to provide, secure, support, and improve the Software and Altura's products and services. Altura will not use identifiable Client Data to provide services to another customer and will use Client Data for any cross-customer purpose only in Deidentified or Aggregate form; Altura may use Deidentified or Aggregate Data without restriction. Altura will not sell Client Data or disclose it except to personnel, service providers, and professional advisers that need access for purposes authorized by this Section and are bound by confidentiality obligations, or as required by law. Altura will not train a third-party general-purpose or foundation model on identifiable Client Data without Client's separate written opt-in.

3.3 Data Protection. Altura shall implement commercially reasonable administrative, technical, and physical measures designed to protect Client Data against unauthorized access, use, or disclosure. Altura will not sell, rent, or trade Client Data to any third party.

3.4 Client Responsibility. Client is solely responsible for the accuracy, quality, and legality of Client Data and the means by which Client acquired it. Client represents and warrants that it has all necessary rights and consents to provide Client Data to Altura and to permit Altura to process it as contemplated by these Terms. Client is solely responsible for maintaining backups of its own data and systems.

3.5 Security Incident Notice. If Altura confirms a security breach that results in the unauthorized access to or disclosure of Client Data in Altura's possession, Altura will notify Client without undue delay and will provide information reasonably available to Altura about the incident and its remediation.

3.6 Export, Return, and Deletion. For thirty (30) days after termination, on request, Altura will make a standard export of then-available Client Data reasonably accessible to Client. Altura will delete Client Data from its active systems no later than thirty (30) days after termination, whether or not requested; isolated backup copies are purged in the ordinary course within ninety (90) days and are not restored for ordinary use; copies required by law are retained only as required and only for that purpose. The processing authorization in Section 3.2 ends on termination, except that Deidentified or Aggregate Data already created survives.

3.7 Data Processing and Subprocessors. Where an Order Form marks Personal Data = Yes (or Altura otherwise processes Personal Data for Client), Altura's Data Processing Addendum (DPA) applies automatically and governs that processing; otherwise the parties will execute it on request. Altura will make a list of its subprocessors available on request.

4.1 General. Fees for the Software are specified in the applicable Order Form. Except as set forth in this Section, payment terms, late fees, and service-suspension provisions are governed by the MSA where one is in effect. In the absence of an MSA, fees are due within fourteen (14) days of invoice.

4.2 Subscriptions. Fees, billing cadence, and Subscription Term are as stated in the applicable Order Form. Except where an Order Form expressly provides otherwise, subscription fees are non-refundable once the applicable Subscription Term has commenced.

4.3 Renewal. Subscriptions do not renew automatically. Any renewal is by a new Order Form signed (or otherwise accepted) by both parties; the dated version of these Terms in effect at renewal applies to the renewal term unless the renewal Order Form specifies otherwise.

5.1 Altura Ownership. Altura and its licensors retain all right, title, and interest in and to the Software, Documentation, and all related intellectual property rights, including all modifications, enhancements, derivative works, and improvements to the Software. Nothing in these Terms transfers any intellectual property rights to Client except the limited license granted in Section 2.1.

5.2 Feedback. If Client provides suggestions, ideas, or feedback regarding the Software ("Feedback"), Altura may use it without restriction or obligation to Client. Client assigns to Altura all right, title, and interest in any Feedback.

6.1 Support. Support for the Software is provided as stated in the applicable Order Form or MSA. If no support terms are specified, Altura will provide reasonable email-based support during business hours (Monday through Friday, 9:00 AM to 4:00 PM Central Time).

6.2 Service Levels. Availability commitments and service credits, if any, are as stated in the MSA or the applicable Order Form, and those terms govern. Where neither the MSA nor an Order Form states an uptime commitment, the Software is provided without an uptime service-level agreement. Where an uptime commitment is stated, the remedies stated there (typically service credits) are Client's sole and exclusive remedy for any failure to meet it.

7.1 Limited Warranty. Where Client has an MSA with Altura, the warranties and warranty disclaimers in the MSA (including any "AS IS" software disclaimer) govern the Software, and these Terms add no warranty beyond them. Where no MSA is in effect, Altura warrants that the Software will materially conform to the Documentation during the Subscription Term, and if it fails to conform, Client's sole remedy is for Altura, at its option, to correct the non-conformity or provide a credit for the pro-rated fees for the period of non-conformity.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." ALTURA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. ALTURA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CLIENT'S SPECIFIC REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED. ALTURA DOES NOT PROVIDE ACCOUNTING, TAX, OR LEGAL ADVICE, AND CLIENT REMAINS RESPONSIBLE FOR REVIEWING AND APPROVING THE SOFTWARE'S OUTPUTS BEFORE RELYING ON THEM.

Where Client has a Master Services Agreement with Altura, the limitation of liability in the MSA governs Altura's liability under these Terms and for the Software; these Terms do not add to, expand, or reduce it. If no MSA is in effect, Altura's total cumulative liability arising out of or related to these Terms and the Software will not exceed the total fees paid by Client for the Software in the twelve (12) months before the event giving rise to liability, and neither party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages.

9.0 MSA Clients. If an MSA is in effect, the indemnification provisions of the MSA exclusively govern all claims relating to the Software, and this Section 9 does not add to, expand, narrow, limit, condition, or replace any indemnity, defense obligation, exclusion, procedure, liability allocation, or remedy under the MSA. Sections 9.1 and 9.2 apply only where no MSA is in effect.

9.1 By Client. Client shall indemnify, defend, and hold harmless Altura and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Client's use of the Software in violation of these Terms; (b) Client Data or Client's collection, use, or processing of data through the Software; or (c) Client's violation of applicable law.

9.2 By Altura. Altura shall indemnify Client against third-party claims alleging that the Software, as provided by Altura, infringes a valid U.S. patent or copyright, provided Client promptly notifies Altura, gives Altura sole control of the defense, and cooperates as reasonably requested. If the Software becomes or is likely to become subject to an infringement claim, Altura may, at its option: (a) procure the right for Client to continue using the Software; (b) modify the Software to make it non-infringing; or (c) terminate Client's subscription and provide a credit for any prepaid fees for the remaining Subscription Term. Altura has no obligation to the extent a claim arises from (i) Client Data or Client's instructions, (ii) modification or combination of the Software not provided by Altura, (iii) use of a superseded version after Altura provides a non-infringing update or replacement, or (iv) use of the Software outside the scope of these Terms. This Section states Altura's entire liability and Client's exclusive remedy for third-party intellectual-property claims.

10.1 Term. These Terms are effective as of the date Client first accesses the Software or signs an Order Form referencing them and continue for the Subscription Term specified in the applicable Order Form. If no Subscription Term is specified, these Terms continue on a month-to-month basis.

10.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice.

10.3 Termination for Convenience. Either party may terminate at any time on thirty (30) days' written notice. For a fixed Subscription Term, termination for convenience takes effect at the end of the then-current term, and fees for the remainder of that term are non-refundable except as an Order Form expressly provides.

10.4 Effect of Termination. On termination: (a) Client's access to the Software will be disabled; (b) Client must cease all use of the Software; and (c) all fees owed through the termination date become immediately due. Section 3.6 governs return or deletion of Client Data.

10.5 Survival. Sections 3, 5, 7, 8, 9, 11, 12, and 13 survive termination of these Terms.

Confidentiality obligations are governed by the MSA where one is in effect. If no MSA is in effect, each party agrees to protect the other's Confidential Information with the same degree of care it applies to its own confidential information, and in no case less than a reasonable standard of care, and to use it only to perform under these Terms.

These Terms are governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict-of-laws provisions. All legal actions arising under these Terms shall be resolved exclusively in the state or federal courts located within Ozaukee County, Wisconsin. Each party consents to the jurisdiction of such courts and waives any objection to venue on grounds of inconvenience. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.1 Entire Agreement; relationship to the MSA. These Terms, together with any MSA and any applicable Order Form, constitute the entire agreement between the parties with respect to the Software. For a Client that has an MSA with Altura, these Terms are the supplemental terms referenced in the MSA. Applicability gate: each provision of these Terms applies only to the extent that (a) the MSA does not address the same subject, or (b) the provision is consistent with the MSA and does not alter the legal or economic result under the MSA. This gate is applied before any conflict or precedence rule. Any provision of these Terms that would add to, expand, narrow, limit, condition, supersede, waive, or otherwise modify any right, obligation, disclaimer, exclusion, limitation, indemnity, remedy, or protection under the MSA is inapplicable; if the documents cannot be harmonized, the MSA governs. An Order Form does not amend or override the MSA unless it is signed by both parties, identifies the specific MSA section being modified, and expressly states the parties' intent to modify it. Subject to the foregoing, the order of precedence is: (a) the applicable Order Form; (b) the MSA; (c) these Terms.

13.2 Changes to These Terms. Altura may publish updated dated versions of these Terms. An updated version applies to new subscriptions and to renewals, and to month-to-month or unspecified-term access through continued use on or after the updated version's effective date. An updated version does not change the Terms applicable to a signed, fixed-term subscription that references an earlier dated version; that subscription remains governed by the dated version it references for its term. Prior dated versions remain available on request.

13.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

13.4 Waiver. Failure by either party to enforce any right under these Terms does not constitute a waiver of that right.

13.5 Assignment. Client may not assign these Terms without Altura's prior written consent. Altura may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 Notices. Notices under these Terms shall be in writing and sent to the addresses specified in the MSA or applicable Order Form, or if none, to the email address associated with Client's account.

13.7 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Part B — Vista Recon Product Terms

These Vista Recon Product Terms supplement Parts 1–13 above and apply to any Order Form for Vista Recon. Where they and Parts 1–13 address the same subject, these Product Terms control for Vista Recon.

Vista Recon ingests settlement and payout data from configured channels, normalizes and reconciles it against Client's NetSuite records, surfaces exceptions with supporting evidence, and prepares journal-entry proposals for Client's review. Client approves and posts all journal entries; Altura does not post to Client's books without Client's authorized approval, and does not provide accounting, tax, or audit services.

"Active Settlement Channel" means one configured marketplace, payment processor, bank, wholesale remitter, or other settlement-producing source or account relationship that produces independently reconciled payout or remittance activity. Separate operators, merchant accounts, or independently configured settlement relationships count separately. The count is fixed by the Order Form's Exhibit A and changes only by written amendment. "Live Client Data" means Client Data from production systems or containing actual transaction, settlement, customer, or accounting information. "Client-Specific Configuration" means Client-authored values that instantiate the Service (account mappings, thresholds, matching criteria, tolerances, workflow routes, chart-of-accounts mappings). "Operational Metrics" means deidentified or aggregate statistics from operation of the Service; not a pricing meter.

Altura implements only the channels listed on the Order Form's Exhibit A. A licensed channel may be moved to a different supported channel by a signed Order Form amendment at Altura's then-current per-channel implementation fee for an added supported channel (no separate "switch fee"). Supported channels beyond the tenth on an Order Form are set up at the then-current per-channel implementation rate; channel count alone does not trigger enterprise/custom pricing. Fair use: priced by channel; the volume ceiling is 200,000 orders per month on the baseline (average of the highest four of the last twelve calendar months). Over the ceiling, multi-entity complexity, or other named complexity is a custom quote.

Altura will not access Live Client Data or activate production until the Release Conditions are satisfied: Altura's security-readiness approval, approved initial mappings and posting mode, and Client-designated approvers. Before then, Altura implements in sandbox or controlled environments using synthetic or sanitized data only. Client is responsible for its accounting policy, mappings, approvals, and final posting decisions, and maintains its existing reconciliation fallback until routine production operation is stable.

As between the parties: (a) Altura owns the Vendor Technology — the Service, frameworks, schemas, rule syntax, connectors, reusable logic, and any NetSuite objects installed by or for Altura ("Installed Product Objects"), all licensed not sold; (b) Client owns Client Data; (c) Client owns Client-Specific Configuration and may export its values on termination; (d) Altura owns improvements to Vendor Technology. Client-specific outputs (reports, reconciliation evidence, exception records, journal-entry proposals) are Client's to retain and use for internal business, audit, tax, and adviser purposes.

Installed Product Objects are licensed, not sold. Except as expressly authorized in a written exit runbook, Altura will not remotely delete, corrupt, or impair Client's NetSuite data or environment through self-help disabling devices. On termination, suspension, or non-pay disablement, Altura disables what it controls; Client uninstalls Installed Product Objects on Altura's reasonable instruction and attests on request. Client retains journal entries, audit trail, and settlement evidence in NetSuite; deletion of Client's accounting history is never a condition of exit. Installed Product Objects exclude Client Deliverables as defined in the MSA; the termination and uninstall obligations in this Section do not impair any perpetual license to Client Deliverables granted by the MSA.

Vista Recon is decision support, not accounting advice. Client controls its chart of accounts, policies, mappings, and approval roles, reviews and approves each production journal entry before posting, maintains appropriate separation of duties, and keeps a manual fallback until routine production operation is stable. Product support — correction of reproducible Vista Recon defects and channel-schema maintenance — is included. Integration and data-movement work in Client's systems (getting transactions into NetSuite, Celigo flow repair, order-integrity remediation) is time-and-materials, not product support.

Before accessing Live Client Data, Altura maintains reasonable safeguards (access control, MFA where supported, least-privilege, encryption in transit, encryption at rest where technically supported, logging, secure backup, incident response); a security summary and the DPA are available on request. Altura will notify Client without undue delay, and where feasible within forty-eight (48) hours after confirming unauthorized access to or acquisition, alteration, loss, or disclosure of Client Data in Altura's custody or control. Where Altura processes Personal Data for Client in providing the Service, Altura's Data Processing Addendum (DPA) v1.0 applies automatically and governs that processing.

Data processing and product improvement for Vista Recon are governed by Software Terms §3.2. In addition, Altura may derive and use Operational Metrics.

In addition to non-payment suspension, Altura may suspend affected access to the minimum extent reasonably necessary if Client's use creates a material security risk or threatens the Service or another customer, if Client materially violates the use restrictions, or if required by law. Fees exclude sales, use, VAT, and similar transaction taxes, which are Client's responsibility except taxes on Altura's net income. Client must raise a good-faith invoice dispute within fourteen (14) days and timely pay undisputed amounts.

Altura Innovation, LLC · info@alturainnovation.com · www.alturainnovation.com Version 2026-07 · Effective July 15, 2026