WM SYNERGY INSIGHTSAI END USER AGREEMENT

These Terms were last updated on March 13, 2026.

These InsightsAI End User Agreement terms (“EUA” or “Agreement”) are made and entered into by and between WM Synergy LLC (“Provider” or “WM Synergy” or “Licensor”) and the business entity agreeing to these terms (“Company,” “Licensee,” or “you”). This Agreement governs Company’s access to and use of the InsightsAI platform and is effective as of the date Company signs a Statement of Work or Sales Order referencing these terms (the “Effective Date”).

If you are accepting on behalf of Company, you represent and warrant that: (i) you have full legal authority to bind Company to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Company, to this Agreement. If you do not have the legal authority to bind Company, please do not accept.

This Agreement is incorporated by reference into the InsightsAI Statement of Work and the WM Synergy Terms of Service located at https://wm-synergy.com/wm-synergy-terms-of-service/, which may be amended in WM Synergy’s sole discretion from time to time. In the event of conflict between this Agreement and the WM Synergy Terms of Service, the Terms of Service prevail. Any executed Statement of Work is included by reference to this Agreement. WM Synergy’s Privacy Policy is incorporated by reference and found at https://wm-synergy.com/privacy-policy/, which may also be amended from time to time. WM Synergy and Company may each be referred to as “Party” and collectively as “Parties.”

1.  PLATFORM DESCRIPTION

InsightsAI is a multi-tenant Software-as-a-Service (SaaS) analytics and conversational AI platform developed by WM Synergy and purpose-built for manufacturers and distributors. InsightsAI is ERP-agnostic and supports Infor Visual Manufacturing, Infor SyteLine (CSI), Acumatica, and other platforms. The platform delivers conversational AI, dynamic visualizations, curated analytics reports, a managed data warehouse, anomaly detection, and multi-source data connectivity. Specific features available to Company are governed by the subscription tier selected in the associated Statement of Work.

2.  SUBSCRIPTION AND FEES

2.1  Fees.  In consideration for the rights granted in this Agreement, Company agrees to pay WM Synergy the fees described in each executed Statement of Work (“SOW”) or Sales Order. All fees are quoted and payable in U.S. Dollars, and each invoice shall be paid by Automated Clearing House (ACH) or wire transfer. In the event any invoice becomes past due or delinquent, prepaid or credit balances that Company has in its account may be applied to those invoices at WM Synergy’s sole discretion. This Agreement and all fees paid hereunder shall be held confidential subject to conformance with the legal obligations of Company.

2.2  Taxes.  Company shall be responsible for all sales taxes, use taxes, and any other similar taxes imposed by any federal, state, or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based upon WM Synergy’s net income. When WM Synergy has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Company unless Company provides WM Synergy with a valid tax exemption certificate authorized by the appropriate taxing authority.

2.3  Seat Management.  Named seats are assigned to individual users. Shared or pooled seats are not permitted. Company must notify WM Synergy within ten (10) business days of changes to the number of active named users. Seat additions are billed at the start of the next full calendar month. Seat reductions take effect at the start of the next Annual Term and do not reduce the current year’s committed fee.

2.4  Token Metering and Overage.  Each subscription seat includes a monthly AI token allocation as specified in the associated SOW. Unused tokens do not roll over. Tokens consumed beyond the included monthly allocation are billed at the overage rate specified in the SOW, calculated monthly and invoiced separately. Company may contact WM Synergy to pre-purchase additional token capacity at the base rate prior to overage rates applying.

2.5  Pricing Updates.  WM Synergy may update subscription tier pricing, token overage rates, and add-on fees with sixty (60) days’ written notice. Updates will apply at the start of the next Annual Term.

3.  PROPRIETARY PROTECTION AND LICENSE

3.1  Ownership.  Licensor shall have sole and exclusive ownership of all right, title, and interest in and to the InsightsAI platform, including all AI models, query templates, data pipeline architecture, application code, analytics domain models, user materials, all copies thereof, and all modifications and enhancements thereto, including all worldwide patents, copyrights, trade secrets, and other intellectual property rights pertaining thereto, subject only to the limited rights expressly granted to Company herein. This Agreement does not provide Company with title or ownership of the platform, but only a right of limited use.

3.2  Limitations on Use.  Company may not use, copy, modify, or distribute the platform (electronically or otherwise) except as expressly authorized by Licensor. Company may not reverse-engineer, decompile, or otherwise attempt to extract the underlying platform architecture, AI models, or query templates. Company’s license may not be transferred, leased, assigned, or sublicensed without Licensor’s prior written consent, except for a transfer in its entirety to a successor in interest of Company’s entire business who assumes the obligations of this Agreement by notice in writing to Licensor. Company agrees to take adequate steps to protect the platform from unauthorized disclosure or use. This confidentiality obligation shall survive any termination of this Agreement.

3.3  Customer Data.  Company retains all right, title, and interest in its ERP data and business data loaded into InsightsAI. Customer data is never used to train AI models. Upon termination, WM Synergy will provide Company with a data export within thirty (30) days and permanently delete all Customer data within sixty (60) days of termination.

3.4  Work Product.  Subject to the license rights granted hereunder, as between the Parties, WM Synergy shall own all right, title, and interest in and to any and all worldwide patents, copyrights, trade secrets, and other intellectual property resulting from WM Synergy’s performance of services under this Agreement.

4.  ACCEPTABLE USE

Company agrees to use InsightsAI solely for its internal business analytics purposes in connection with the ERP environment identified in the SOW. Company shall not resell, sublicense, or make the platform available to any third party without WM Synergy’s prior written consent. Company shall not use the platform to process data it is not authorized to analyze, attempt to circumvent security controls, access other tenants’ data, or submit queries designed to generate outputs that are misleading, harmful, or in violation of applicable law.

5.  DATA SECURITY

Each Customer is provisioned a dedicated analytics database and dedicated AI metering. Customer data is never co-mingled with other tenants. Sensitive identifiers are masked in the AI processing layer before queries are submitted for reasoning. The platform is built on Microsoft Azure with Microsoft Entra (Azure AD) governance. All data transmission between Customer’s environment and the platform uses encrypted tunnels. WM Synergy performs security patching and platform monitoring on a continuous basis and will notify customers of material security events that may affect their environment.

6.  WARRANTY

6.1  Limited Warranty.  WM Synergy warrants that it will perform all work under this Agreement using commercially reasonable efforts. Licensor warrants for a period of thirty (30) days after delivery that the InsightsAI platform, when operated with the equipment configuration and in the operating environment specified by Licensor, will perform substantially in accordance with the applicable technical specifications. Licensor does not warrant that the platform will be error-free in all circumstances. Licensor is not responsible for errors resulting from problems with hardware, operating systems, databases, or programming languages not provided by WM Synergy. In the event of any defect covered by such warranty, Licensor’s sole obligation is to correct such error or defect by issuing corrected instructions, a restriction, or a bypass.

6.2  Disclaimer.  INSIGHTSAI IS AN ANALYTICS TOOL. OUTPUTS GENERATED BY THE PLATFORM, INCLUDING AI-GENERATED RESPONSES, FORECASTS, AND RECOMMENDATIONS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. COMPANY IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BASED ON INSIGHTSAI OUTPUTS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, LICENSOR MAKES AND COMPANY RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION, AND LICENSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.  LIMITATION OF LIABILITY

THE CUMULATIVE LIABILITY OF LICENSOR TO COMPANY FOR ALL CLAIMS RELATING TO THE PLATFORM AND ANY SERVICES RENDERED HEREUNDER SHALL NOT EXCEED THE TOTAL FEES PAID BY COMPANY TO WM SYNERGY IN THE TWELVE (12) MONTHS PRECEDING THE FILING OF A CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

8.  INDEMNIFICATION

Mutual.  Each Party agrees to indemnify and hold the other Party harmless from and against any and all claims, demands, actions, causes of action, penalties, judgments, and court costs (including reasonable attorney’s fees) based upon or arising out of (a) damage to tangible personal property or injuries to persons or death to the extent caused by the proven gross negligence or willful misconduct of the indemnifying Party, its employees or agents in the performance of their respective obligations under this Agreement, or (b) third-party claims of infringement or misappropriation of patents, copyrights, trademark, and trade secrets.

9.  CONFIDENTIALITY AND PROPRIETARY RIGHTS

9.1  Disclosure.  “Confidential Information” means all technical, operational, and/or business information of a Party, including the pricing, terms, and conditions of this Agreement, which at the time of disclosure is non-public, confidential, or proprietary in nature. Both Parties acknowledge that Confidential Information constitutes valuable trade secrets and agree to use Confidential Information solely in accordance with the terms of this Agreement. Both Parties agree not to disclose Confidential Information to any third party without the prior written consent of the non-disclosing Party and shall take reasonable measures to prevent its unauthorized use or disclosure.

9.2  Exceptions.  The restrictions of this Section 9 shall not apply to information that (a) was independently developed by a Party without use of the other’s Confidential Information; (b) becomes known to a Party without restriction from a third party who had a right to disclose it; (c) was in the public domain at the time of disclosure or enters the public domain through no act or omission of a Party; (d) was rightfully known to a Party without restriction at the time of disclosure; or (e) is disclosed pursuant to an order of a court or governmental body, provided that the disclosing Party gives prompt notice to the other and cooperates to obtain a protective order.

10.  TERM AND TERMINATION

10.1  Term.  This Agreement is effective from the Effective Date and shall remain in force until terminated by either Party upon thirty (30) days’ written notice, or as otherwise specified in the associated Statement of Work.

10.2  Default.  Should Company fail to pay any fees due hereunder or fail to carry out any other material obligation under this Agreement, WM Synergy may, at its option, terminate this Agreement upon fifteen (15) days’ prior written notice, provided that Company has not cured such default within that notice period.

10.3  Effect of Termination.  Upon termination, Company’s access to the platform is immediately revoked. WM Synergy shall be entitled to all fees for services performed prior to termination. Company remains responsible for all fees accrued through the termination date plus any remaining committed fees for the current term as specified in the SOW. WM Synergy will provide a data export within thirty (30) days and permanently delete all Customer data within sixty (60) days of termination.

11.  MISCELLANEOUS

11.1  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

11.2  Dispute Resolution.  If a dispute arises under this Agreement, within ten (10) business days of a written request by either Party, the Parties’ designated representatives shall meet and attempt to resolve the dispute in mediation. If the dispute cannot be resolved in mediation, the Parties agree to arbitration under the American Arbitration Association (“AAA”) Commercial Rules, with a sole arbitrator selected by the Parties or, if the Parties cannot agree, selected by the AAA. The arbitration hearing will be held in Harris County, Texas for a one (1) day hearing not to exceed eight (8) hours, with no more than ten (10) hours of depositions per Party.

11.3  Compliance with Laws.  Company agrees to comply with all applicable United States export laws, orders, restrictions, and regulations and those of the country to which any platform access or outputs are transferred.

11.4  Assignment.  Except for the sale of Company, Company may not assign or otherwise dispose of any rights or delegate any obligations under this Agreement without the prior written consent of WM Synergy, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon both Parties and their respective successors and permitted assigns.

11.5  Complete Understanding.  This Agreement, along with any executed Statement of Work incorporated herein by reference, sets forth the entire agreement between the Parties and supersedes any and all prior proposals, agreements, and representations between them, whether written or oral. Any modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by both Parties.

11.6  Notices.  Any and all notices given under the provisions of this Agreement may be delivered personally, sent by certified mail, or prepaid express courier to the appropriate Party at the address set forth in the Statement of Work or to such other address as either Party may substitute by written notice to the other.

11.7  Waiver.  No delay or omission or failure to exercise any right or remedy provided for herein shall be deemed to be a waiver thereof, and any single or partial exercise of any such right or remedy shall not preclude any later exercise of the same or any other right or remedy.

11.8  Severability.  In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such provision were not a part hereof.

11.9  Independent Contractor.  Each Party is acting as an independent contractor and not as agent, partner, or joint venture with the other Party for any purpose. Neither Party shall have any right, power, or authority to act or create any obligation on behalf of the other Party.

11.10  Force Majeure.  Each Party shall be discharged of its responsibility to perform any obligation required of it hereunder, other than payment obligations, for the duration that such performance is prevented by reasons beyond the reasonable control of such Party, provided the affected Party gives prompt notice to the other, uses its best efforts to remove such causes, and continues performance with all due diligence whenever such causes are removed or settled.

11.11  Non-Solicitation of Employees.  During the term of this Agreement and for a period of one (1) year after termination, neither WM Synergy nor Company will offer to hire, hire, solicit, or in any way employ any Resource of the other Party without the prior written consent of the other Party. “Solicit” does not include general advertisements in newspapers, trade publications, or on the internet. “Resource” means (a) employees or independent contractors of the non-hiring Party who directly worked on services under this Agreement, and (b) former employees of the non-hiring Party who directly worked on such services and whose employment ended less than six (6) months prior to such solicitation. In the event of a breach of this Section, the Party in breach shall pay to the other Party the sum equivalent to the annual compensation of the Resource in question.

11.12  Counterparts.  This Agreement may be executed in two or more counterparts, and all counterparts so executed will for all purposes constitute one agreement binding on all Parties hereto.

11.13  Headings.  The headings of sections herein are for convenience only and will not be deemed to affect in any way the scope, intent, or meaning of the provisions to which they refer.

WM Synergy LLC • 1717 St. James Place, Suite 240, Houston, TX 77056 • customercare@wm-synergy.com • wm-synergy.com

This Agreement is governed by and incorporated into the WM Synergy Terms of Service at wm-synergy.com/wm-synergy-terms-of-service/