mimik Technology Inc.Software and Services Agreement

IMPORTANT. READ CAREFULLY. This Agreement is a binding contract between you, either an individual or a legal entity, referred to as “Licensee” or “you”, and mimik Technology Inc., a Delaware corporation with its principal place of business at 4100 Redwood Road, 20-A-137, Oakland, CA 94619, referred to as “mimik”, “we” or “us”. You accept this Agreement by installing, copying, downloading or using the Software, by creating a mimik Developer Console account, or by authenticating to the Global Platform Services or calling their APIs using credentials issued to you or to your account. If you do not agree, do not install or use the Software and do not access the Global Platform Services.

Who may accept this Agreement. The Software and the Global Platform Services are licensed for business and professional use. You may accept this Agreement only if you are acting for purposes relating to your trade, business, craft or profession.

There is one exception. mimOE Studio is available through third-party application stores. If you obtained mimOE Studio through such a store, you may accept this Agreement and use mimOE Studio for personal or business purposes, and Schedule E applies to you. That exception covers mimOE Studio only. It does not extend to mimOE, the software development kits, the client libraries, the command line tooling or the Global Platform Services.

Everyone accepting this Agreement must be at least 18 years old, whichever route they came by.

If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and “you” means that organization. If you do not have that authority, you may still accept this Agreement in your own name in order to evaluate and develop with the Software under Schedule A, in which case “you” means you personally and your organization is not bound by it. Clause 21 sets out who may accept in full, and clause 21.8 preserves your rights if applicable law treats you as a consumer.

1 Definitions

“Agreement” means this document, the Schedules that apply to you, Annex 1 where it applies, and any Order Form that references it.

“AI Model” means the weights, parameters, configuration and associated files of a machine learning model, including any model provided with, bundled in, or made available for download through the Software or the Model Registry.

“Authorized User” means any employee, contractor or agent of yours, and any end user accessing the Software or the Global Platform Services through your account or your application.

“Commercial Distribution License” means the license granted under Schedule C permitting Production Use and distribution of the Software within your products.

“Developer Console” means the mimik developer console at console.mimik.com, through which accounts, credentials and License Keys are issued and managed.

“Development Use” means use of the Software on Devices, operating locally, for internal evaluation, development, testing, staging and demonstration of products and services. Development Use does not include use of the Global Platform Services, which requires a paid subscription under Schedule D regardless of whether the use is Development Use. Where you accept this Agreement personally under clause 21.3 because you lack authority to bind an organization for which you work, Development Use includes evaluation and development in connection with that organization’s products or services, but does not grant that organization any license, Production Use right or distribution right. Development Use does not include Production Use.

“Device” means any physical or virtual computing device, including a smartphone, wearable, camera, sensor, drone, robot, industrial controller, vehicle or vehicle subsystem, gateway, workstation, server, container or virtual machine.

“Device Class” means the classification of a Device as Class A, Class B or Class C under Schedule C, fixed at design time and recorded on the Order Form.

“Documentation” means the user documentation, technical specifications and API references published by mimik at developer.mimik.com.

“Global Platform Services” means the hosted services mimik operates in support of the Software, offered as mimik Global Platform Services, including account and proximity based node discovery, cross-network connectivity, mim management and mim observability, as described in the Documentation and made available through the Developer Console.

“License Key” means an entitlement record issued by mimik through the Developer Console recording the scope of use you are entitled to. An entitlement token issued under clause 4 evidences a License Key and is not a separate entitlement.

“mim” means a microservice or agent module that runs on the Software.

“Model Registry” means the catalogue of AI Models that mimik makes available for provisioning through the Software or the Developer Console.

“Node” means one running instance of mimOE. Each concurrently running instance is a separate Node, whether it runs on dedicated hardware, in a container, in a virtual machine, in a pod or as a separate process, and the number of Nodes is not reduced by virtualization, orchestration, hardware consolidation or the sharing of a host between instances. Nodes are measured in accordance with clause C.3.2.

“Order Form” means a quotation, order, purchase document or statement of work executed by both parties or accepted by you through the Developer Console, which references this Agreement and states fees, volumes, Device Classes, territory and any term.

“Production Use” means any use of the Software other than Development Use, including any use in a live environment serving your customers, employees or end users, and any distribution of the Software within your products.

“Sample Code” means example applications, tutorials, code snippets, templates and reference implementations published by mimik, including in public repositories.

“Software” means mimOE, mimOE Studio, mimOE addons, the mim library, the mimik client libraries, the software development kits and the command line and other tooling made available by mimik, in object code, source code or other form in which mimik distributes them, together with any updates, upgrades, patches and new versions that mimik makes available. Software does not include AI Models, Sample Code, or third-party and open source components, each of which is addressed in clauses 8, 9 and 10.

“Your Data” means data that you or your Authorized Users provide to, or process using, the Software or the Global Platform Services.

2 Structure of this Agreement and order of precedence

2.1 This Agreement consists of these general terms, the Schedules applicable to you, Annex 1 where it applies, and any Order Form referencing it. The Schedules and Annex are part of this Agreement and are not separate agreements.

2.2 The Schedules apply according to what you do. Schedule A applies to every Licensee. Schedule B applies if you use mimOE Studio. Schedule C applies once you hold a Commercial Distribution License. Schedule D applies if you use the Global Platform Services. Schedule E applies if you obtain mimOE Studio through a third-party application store. No further signature is required for a Schedule to take effect.

2.3 If there is a conflict, the following order applies, highest first: an Order Form, but only as to matters this Agreement expressly permits an Order Form to determine, which are fees, volumes, territory, Device Class, term, support, availability commitments and service credits, rate limits, the unit of host capacity used to measure Nodes, and any indemnity granted by mimik; then Annex 1 as to the processing of personal data; then the applicable Schedule as to its own subject matter; then these general terms.

2.4 This Agreement governs your use of the Software and the Global Platform Services and replaces any prior end user license agreement, developer agreement, software license agreement or terms of use between you and mimik or any predecessor or affiliate of mimik relating to the Software or the Global Platform Services, including any agreement entered into with a predecessor entity under the same or a similar name, and including the mimik Acceptable Use Policy published at developer.mimik.com and the mimik Website Terms of Use to the extent that document purports to license software, software development kits or application programming interfaces. The mimik Website Terms of Use continue to govern your use of mimik’s websites and their content. This Agreement does not affect a separate negotiated agreement signed by both parties, which prevails over this Agreement to the extent it says so expressly.

3 License grant

3.1 Subject to this Agreement, mimik grants you a limited, non-exclusive, non-transferable, worldwide license, revocable only for your material breach of this Agreement, to install and use the Software on Devices, and to use the Documentation in support of that use, within the scope of the Schedules that apply to you.

3.2 The scope of your license depends on what you are doing, and there are three separate entitlements.

(a) Development Use of the Software on Devices, operating locally, is permitted under Schedule A without charge.

(b) Use of the Global Platform Services requires a paid subscription under Schedule D, or a written evaluation entitlement issued by mimik. That requirement applies from your first use of them, whether or not your use is Development Use. No part of Schedule A entitles you to use the Global Platform Services, and without a subscription or an evaluation entitlement you have no right to use them at all.

(c) Production Use and distribution of the Software require a Commercial Distribution License under Schedule C.

3.3 Before your first Production Use you will notify mimik in writing, identifying the product, its Device Class and the market in which it will be placed, and you will obtain a Commercial Distribution License. Where you enter Production Use without giving that notice, mimik may treat the Software as having been used and distributed without a license from the date Production Use began, and fees calculated in accordance with the applicable Order Form or mimik’s published pricing are payable for that period. Production Use without a Commercial Distribution License, and use of the Global Platform Services without a current paid subscription or a written evaluation entitlement issued by mimik, are each a breach of this Agreement and of the scope of the license in clause 3.1.

3.4 The Software is licensed, not sold. All rights not expressly granted are reserved.

3.5 You may make a reasonable number of copies of the Software for backup and archival purposes, provided all proprietary notices are reproduced.

3.6 mimik distributes some components of the Software in source code form. The form in which a component is distributed is evident from the repository or package in which mimik makes it available. Where mimik supplies a component in source code form, you may compile it, integrate it into your own applications, and make modifications reasonably necessary for that integration, in each case within the scope of the Schedules that apply to you. You may not distribute any component in source code form, and Schedule C permits distribution of the compiled result only. Clause 16.2 does not apply to a component you have modified, mimik has no obligation to support a modified component, and clause 5(e) continues to apply.

4 Credentials, entitlement tokens and term of use

4.1 The Software requires a valid entitlement token in order to operate. Tokens are issued through the Developer Console and are valid for a limited period, which is stated at the point of issue and is currently thirty days. Where the Software generates a local API key on first use, that key secures local access and is not an entitlement token.

4.2 To continue using the Software you must obtain a new token before the current one expires. For Development Use, mimik issues renewals free of charge and without limit on the number of renewals, so you can develop for as long as you need to. For any use beyond Development Use, renewal also requires a current subscription or Commercial Distribution License covering that use.

4.3 On expiry of an entitlement token, the Software ceases to operate until a new token is installed. This applies to Development Use as well, so a token has to be renewed to keep working, even though renewal for Development Use is free. On expiry or termination of a subscription or Commercial Distribution License, mimik is under no obligation to issue a further token for the use that subscription or license covered.

4.4 Access to the Global Platform Services requires credentials issued through the Developer Console and a current paid subscription or a written evaluation entitlement. Without one of those, you have no right to access the Global Platform Services and mimik will not issue the credentials needed to do so.

4.5 You must not circumvent, disable or interfere with any entitlement token, license validation or entitlement mechanism, extend the validity of a token by any means other than renewal by mimik, or misrepresent your entitlement in order to obtain a token or credentials.

4.6 You are responsible for keeping tokens and credentials secure, for all activity under them, and for rotating them promptly on any suspected compromise.

4.7 mimik may decline to renew a token where you are in breach of this Agreement, where fees are overdue, or where the use the token would cover is not within the scope of an entitlement you hold. Clause 19.4 applies to suspension.

5 Restrictions

You must not, and must not permit any third party to:

(a) copy, modify, adapt, translate or create derivative works of the Software, except as expressly permitted in a Schedule, under clause 3.6 for components supplied in source code form, or in respect of Sample Code under clause 9;

(b) reverse engineer, disassemble or decompile any part of the Software that mimik supplies in object code form, or attempt to derive its source code or underlying algorithms, except to the extent this restriction is prohibited by applicable law, including where decompilation is permitted for interoperability purposes;

(c) distribute, sublicense, lease, rent, loan, sell or otherwise transfer the Software, except as expressly permitted under Schedule C or Schedule D;

(d) remove, alter or obscure any proprietary notice, label or marking;

(e) use the Software or the Documentation to develop a runtime, operating engine or service substantially similar to the Software, or publish the results of any benchmark or performance test of the Software without mimik’s prior written consent;

(f) make the Software available to a third party on a service bureau or time-sharing basis, except that a systems integrator or service provider may operate the Software on behalf of a named customer of theirs where that customer holds its own license or is covered under Schedule C;

(g) exceed the scope of the license granted, including any Production Use without a Commercial Distribution License; or

(h) use the Software or the Global Platform Services in breach of clause 6; or

(i) use, combine or distribute the Software in any manner that would cause it, or any part of it, to become subject to the terms of an open source or other license that requires, as a condition of use, modification or distribution, that the Software be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge.

6 Acceptable use

6.1 You will not use the Software or the Global Platform Services to: violate applicable law; infringe the intellectual property, privacy or publicity rights of any person; transmit malware or interfere with the operation of any system or network; gain unauthorized access to any system, account or data; conduct unsolicited bulk messaging; or produce or distribute unlawful material.

6.2 You will not use the Software or the Global Platform Services to build, deploy or operate any application or system that:

(a) generates, distributes or amplifies disinformation, synthetic media or deepfakes intended to deceive;

(b) conducts surveillance of individuals in breach of applicable law, or performs biometric identification, facial recognition of individuals in publicly accessible spaces, or emotion recognition, in circumstances prohibited by applicable law;

(c) performs social scoring of individuals, or targets or profiles individuals on the basis of race, ethnicity, religion, national origin, gender, sexual orientation, disability or any other protected characteristic for a discriminatory purpose;

(d) makes decisions about individuals affecting their legal rights, employment, credit, insurance, housing, education or access to healthcare, without meaningful human review and a route for the individual to seek reconsideration;

(e) manipulates the behavior, emotions or beliefs of individuals through subliminal or covert techniques;

(f) enables or forms part of a lethal autonomous weapon system, or any application designed to cause physical harm to a person; or

(g) breaches any applicable law governing artificial intelligence, including the EU Artificial Intelligence Act where it applies to you.

6.3 Where your product uses the Software to provide an artificial intelligence feature, you will disclose to your end users that they are interacting with such a feature, and you will make available to them a privacy notice that accurately describes the personal data your product collects, processes and transmits.

6.4 You will not use the Software or the Global Platform Services to collect or process the personal data of a child, meaning an individual under 13 or under the applicable age of digital consent where that is higher, without verifiable parental consent and compliance with applicable law. You will not collect or process health data, biometric data, financial account data or government identification numbers without explicit consent and security controls appropriate to that data.

6.5 You will not conduct penetration testing, vulnerability scanning or any other offensive security testing against mimik’s infrastructure without mimik’s prior written authorization. If you discover a vulnerability in the Software or the Global Platform Services, you will report it promptly to the address mimik publishes for that purpose, and you will not disclose it publicly until mimik has had a reasonable opportunity to remediate it. mimik will not bring a claim against anyone who reports a vulnerability in good faith and in accordance with this clause.

6.6 In using the Global Platform Services APIs you will not: cache responses other than as the applicable cache-control headers and the Documentation permit; cache responses in a way that systematically replicates mimik’s data or bypasses the API; use scripts or automated agents to simulate human interaction, scrape content or load-test mimik’s infrastructure without prior written authorization; share API keys, tokens or credentials with anyone not authorized to hold them; or use a single account to serve multiple unaffiliated commercial entities.

6.7 Clause 7 applies to any deployment of the Software in a High-Risk Activity.

6.8 You will secure the Devices, credentials and networks under your control, and you will comply with any security requirements that mimik publishes in the Documentation for the Global Platform Services.

6.9 mimik may monitor account activity, and the operational information it processes in providing the Global Platform Services, for compliance with this clause. That monitoring does not extend to the content of your communications or to Your Data, and clause 12.2 continues to apply. mimik may investigate suspected breach of this clause and may, in response to a breach: issue a written warning; suspend your access in whole or in part under clause 19.4; apply rate limits; require you to disable a specific application; terminate this Agreement under clause 19.3; or report the matter to a law enforcement or regulatory authority. Where practicable mimik will give notice and an opportunity to cure before acting. mimik is not liable to you or to any third party for loss arising from action taken in good faith under this clause.

7 High-Risk Activities

7.1 In this clause, “High-Risk Activities” means the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support systems, weapons systems, autonomous vehicle control systems, and any other context in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage.

7.2 The Software is not fault-tolerant and is not designed, manufactured, certified or warranted for use in High-Risk Activities. mimik expressly disclaims any express or implied warranty of fitness for High-Risk Activities.

7.3 The Software is not certified to any functional safety standard. Nothing in this Agreement is a representation that the Software is suitable for use in a safety-critical function, and you must not represent to any third party that mimik has qualified or certified the Software for such use. Any qualification of the Software against a functional safety standard requires a separate written agreement.

7.4 Where you deploy the Software in a regulated product or environment, you remain the manufacturer or other responsible party for regulatory purposes and you hold all regulatory obligations for your product, including any obligation to qualify, validate or document components supplied by third parties. Nothing in this Agreement transfers any of those obligations to mimik.

7.5 You are responsible for determining whether the Software is suitable for your intended use, for the design of any safeguards outside the Software that your intended use requires, and for compliance with the law applicable to your product and its market.

7.6 Unless mimik has agreed otherwise with you in writing, you must not use or distribute the Software in any system or application where its use or failure could reasonably be expected to threaten or result in personal injury, death or catastrophic loss. An Order Form recording that use, or a separate written agreement, satisfies this clause.

8 AI Models and model outputs

8.1 AI Models are not Software. An AI Model made available with, bundled in, or downloadable through the Software or the Model Registry is licensed to you under the terms of that model’s own license, which prevails over this Agreement in respect of that model. Where mimik makes an AI Model available, mimik will identify the license applicable to that model at the point at which it is made available.

8.2 Where you provision, upload or run an AI Model, you are responsible for holding the rights necessary to do so, for complying with that model’s license and use restrictions, and for the lawfulness of your use.

8.3 The Software executes AI Models. mimik does not generate, review, endorse or control model outputs. mimik makes no representation or warranty as to the accuracy, completeness, reliability or fitness for any purpose of any output, and outputs may be incorrect, incomplete or unsuitable.

8.4 You are responsible for evaluating outputs before relying on them, and for any decision taken on the basis of an output. You will not present outputs as professional medical, legal, financial or safety advice except where you are qualified and permitted by applicable law to do so and have satisfied yourself that the Software is suitable for that purpose. You will provide your end users with the disclosures required by applicable law.

8.5 Where the Software escalates a request to a third-party model or hosted service that you have configured, that service is provided by the third party under its own terms, and your data is transmitted to it at your direction. Clause 12.3 applies.

9 Sample Code

9.1 Sample Code is provided under the license stated in the repository or file in which it is published. Where Sample Code is published under a permissive open source license, that license governs and this Agreement does not restrict your use of it.

9.2 Sample Code is provided as is and without warranty and is provided for illustration. It is not intended for Production Use without your own review, testing and modification.

10 Third-party and open source components

10.1 The Software includes third-party and open source components. mimik will provide, on request, a notices file identifying those components and their license terms, and may also publish it in the Documentation or include it with the Software. Those components are licensed to you under their own terms, which prevail over this Agreement in respect of those components.

10.2 Nothing in this Agreement limits any right you have under the license of an open source component.

11 Intellectual property

11.1 mimik, its affiliates and its licensors retain all right, title and interest in the Software, the Global Platform Services, the Documentation and all intellectual property rights in them, including where those rights are held by an affiliate of mimik and licensed to mimik. You retain all rights in your own products, applications, mims and Your Data.

11.2 Where you create a mim or other component using the Software, you own it, subject to mimik’s rights in the Software itself.

11.3 If you give mimik feedback or suggestions, mimik may use them without restriction or obligation to you. This does not grant mimik any rights in your products, your mims or Your Data.

12 Confidentiality, data protection and privacy

12.1 Each party may receive non-public information of the other. The receiving party will use it only for the purposes of this Agreement, protect it with at least reasonable care, and not disclose it except to its personnel and advisers who need it and are bound by equivalent obligations. These obligations do not apply to information that is public through no breach of this Agreement, was known to the receiving party without obligation, is independently developed, or is required to be disclosed by law, provided reasonable notice is given where lawful. The Software and Documentation contain trade secrets of mimik.

12.2 mimik will not access, use, disclose or retain Your Data except as necessary to provide the Global Platform Services to you and in accordance with your instructions. The information mimik processes in providing the Global Platform Services is described in the Privacy Policy and, where applicable, in the Data Processing Addendum.

12.3 You determine where Your Data goes. The Software can process data locally on a Device, and can also send data to a cloud service, a hosted model or any other destination that you configure, including where an agent running on a Device escalates a request. Any such transmission is made directly from the Device to the destination you have chosen, under your control and at your direction. The terms of the destination service govern that service, and you are responsible for the lawfulness of the transmission and for any consents or notices it requires.

12.4 mimik’s collection and use of personal information in connection with its websites, the Developer Console, the Software and the Global Platform Services is described in the mimik Privacy Policy. mimik publishes no separate telemetry description, and the Privacy Policy is the sole disclosure for this purpose. mimik collects operational telemetry in order to provide, secure and improve the Developer Console and the Global Platform Services. Data necessary for security and entitlement verification cannot be disabled while you use the Global Platform Services.

12.5 Where mimik processes personal data on your behalf as a processor, it will do so under the mimik Data Processing Addendum, which mimik makes available on request and which forms Annex 1 and prevails over this clause 12 on execution.

12.6 You are responsible for obtaining the consents and providing the notices required for your own collection and processing of personal data through your products, and for the lawfulness of Your Data.

12.7 Each party will notify the other without undue delay on becoming aware of a security incident affecting the other’s data or systems under this Agreement, and will cooperate reasonably in the response.

13 Fees and payment

13.1 Development Use under Schedule A is provided without charge. All other use is chargeable, including use of the Global Platform Services during development. Fees, volumes, Device Classes, territory and term are set out on the applicable Order Form or, for self-serve subscriptions, as published by mimik and accepted through the Developer Console. Fees are exclusive of taxes.

13.2 Invoices are payable within thirty days of the invoice date unless the Order Form states otherwise. mimik may suspend License Key issuance and access to the Global Platform Services for amounts overdue by more than thirty days, following written notice.

13.3 Subscription terms renew for successive periods of the same length unless either party gives written notice of non-renewal at least thirty days before the end of the current term.

13.4 Fees already paid are non-refundable except where this Agreement or applicable law provides otherwise.

14 Reporting and audit

14.1 Where fees are calculated per unit or per Node, you will report to mimik, within thirty days of the end of each quarter, the number of units manufactured or deployed in that quarter and the highest number of Nodes running concurrently in that quarter, by Device Class, measured in accordance with clauses C.3.2 and C.3.3.

14.2 You will keep records sufficient to verify those reports for three years, and mimik may audit them not more than once in any twelve-month period, on at least thirty days’ written notice, during business hours, through an independent auditor bound by confidentiality.

14.3 mimik bears the cost of an audit unless it reveals an underpayment of more than ten percent of amounts due for the period audited, in which case you bear the reasonable cost of the audit and pay the shortfall.

15 Support

15.1 Support is not included with Development Use under Schedule A. mimik may make community resources available, and does so without obligation.

15.2 Support for paid licenses and for the Global Platform Services is as stated on the Order Form or in the support terms published in the Documentation.

16 Warranties and disclaimer

16.1 Each party warrants that it has the authority to enter into this Agreement.

16.2 mimik warrants that, for paid licenses, the Software will perform materially in accordance with the Documentation for ninety days from first delivery. Your remedy for breach of this warranty is that mimik will, at its option, repair or replace the Software or refund the fees paid for the affected licenses.

16.3 Software provided without charge, including Development Use under Schedule A, Sample Code, and any feature identified by mimik as alpha, beta, preview or experimental, is provided as is and without warranty of any kind. Pre-release features may be changed or withdrawn at any time and should not be used in Production Use.

16.4 Except as stated in clause 16.2, and to the extent permitted by law, mimik disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and does not warrant that the Software or the Global Platform Services will be uninterrupted or error free. Where implied warranties cannot be excluded, mimik’s liability is limited to the extent permitted by law.

17 Limitation of liability and indemnification

17.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, goodwill or business opportunity, however arising. Each party’s total aggregate liability under this Agreement is limited to the fees paid or payable by you in the twelve months before the event giving rise to the claim.

17.2 These limits do not apply to your obligation to pay fees, to your indemnity obligations under clause 17.3, to any indemnity mimik gives on an Order Form, to breach of confidentiality, to your breach of clause 3, 5 or 18, or to liability that cannot be limited by law.

17.3 You will defend and indemnify mimik against third-party claims to the extent arising from your products or applications, your use of the Software in breach of this Agreement, your breach of clause 18, any deployment of the Software in a High-Risk Activity as defined in clause 7.1, your provisioning or use of an AI Model in violation of applicable law or that model’s license or use restrictions, or your breach of applicable data protection law or of your obligations under clause 12.6. This indemnity does not apply to the extent a claim is caused by mimik’s breach of this Agreement, gross negligence or willful misconduct. mimik will notify you promptly of any claim for which it seeks indemnity, will give you control of the defense subject to its right to participate with its own counsel at its own cost, and will cooperate reasonably. You may not settle a claim in a way that imposes any obligation on mimik or admits fault on mimik’s part without mimik’s written consent.

17.4 mimik does not indemnify you against third-party claims under this Agreement, and non-infringement is disclaimed under clause 16.4.

17.5 Where mimik receives notice of a third-party claim that the Software as provided by mimik infringes that third party’s intellectual property rights, mimik will, at its option and at its own cost, modify or replace the Software so that it is no longer alleged to infringe, procure the right for you to continue using it, or terminate the affected licenses and refund the fees you paid for the unused portion of the then-current term. This is your sole remedy in respect of such a claim under this Agreement.

17.6 An intellectual property indemnity may be granted on an Order Form, on terms and at a cap negotiated for that transaction. No indemnity granted on an Order Form extends to any AI Model, to Sample Code, to third-party or open source components, to your modification of the Software, to combination with anything not supplied by mimik where the claim would not have arisen otherwise, or to use in breach of this Agreement.

18 Export control and sanctions

18.1 You will comply with all applicable export control and sanctions laws. You will not export, re-export or transfer the Software to any country, entity or person subject to restriction without the required authorizations, will not permit use by any restricted party, and will not use the Software in connection with nuclear, chemical, biological or radiological weapons or their delivery systems.

18.2 You will not misrepresent the end use, end user or destination of the Software or of any AI Model obtained through it.

18.3 You represent that you are not located in, and are not a national or resident of, a country or region subject to comprehensive sanctions, and that you are not a restricted party.

19 Term, suspension and termination

19.1 This Agreement takes effect when you accept it and continues until terminated.

19.2 You may terminate at any time by ceasing use of the Software and the Global Platform Services, uninstalling the Software and destroying your copies. This does not require you to recall or destroy copies embedded in products already distributed under a Commercial Distribution License, to which clause 19.5 applies. Termination does not entitle you to a refund of fees already paid except as expressly provided.

19.3 Either party may terminate for material breach that remains uncured thirty days after written notice. mimik may terminate immediately, without a cure period, where you breach clause 5, clause 6 or clause 18 in a manner that cannot be cured, or where you become insolvent.

19.4 mimik may suspend credentials, License Key issuance and access to the Global Platform Services, in whole or in part, where necessary to prevent material harm, to comply with law, or for non-payment under clause 13.2. mimik will give notice as soon as reasonably practicable.

19.5 On termination, the licenses granted cease, you will stop using the Software and destroy your copies, and you will certify destruction on request. Where a Commercial Distribution License terminates other than for your uncured breach, units already manufactured and distributed may continue to be used by their end users, and your reporting and payment obligations for those units survive.

19.6 Clauses 1, 2, 5, 6.5, 8.3, 8.4, 9, 10, 11, 12.1, 12.4 to 12.7, 14, 16.4, 17, 18, 19.5, 20 and 23 survive termination, together with your obligation to pay fees accrued before termination.

20 Changes to this Agreement, the Software and the Global Platform Services

20.1 mimik may change this Agreement and the Schedules. mimik will give at least thirty days’ notice of a material change by posting the revised version at the published location with its version number and effective date, and, for Licensees with a Developer Console account, by email to the address on the account. Non-material clarifications take effect on posting.

20.2 For a material change, mimik will give at least thirty days’ notice as described in clause 20.1. Where reasonably practicable, mimik will also require affirmative acceptance of a material change at the next relevant Developer Console authentication, mimOE Studio launch or update, or installer or update interaction. If no such interaction is available, continued use after the stated effective date constitutes acceptance to the extent permitted by applicable law. If you object to a material change you may terminate without penalty within the notice period. A change does not apply retroactively to units already manufactured and reported under an Order Form.

20.3 mimik may change the Software in successive releases, including by adding, modifying or removing features, and is under no obligation to maintain any particular feature. You are not obliged to install a new release. Where a release removes functionality you rely on, you may continue to use the release you already hold, subject to clause 19 and to any License Key term.

20.4 mimik may modify the Global Platform Services. mimik will give at least sixty days’ notice before making a change that materially reduces the core functionality of a Global Platform Service during a paid subscription term, and before discontinuing a Global Platform Service. Where mimik discontinues a Global Platform Service during a paid term, mimik will refund the fees you have paid for the unused portion of that term. Clause D.6 applies to the deprecation of an API version.

20.5 Each version of this Agreement carries a version number and effective date. mimik will maintain a record of the version in force from time to time, and, where you accepted through the Developer Console, of the version you accepted and the date.

21 Eligibility and consumer use

21.1 The Software and the Global Platform Services are licensed for business and professional use. Except where you obtain mimOE Studio through a third-party application store, you may accept this Agreement, install or use the Software, and access the Global Platform Services only if you are acting for purposes relating to your trade, business, craft or profession, and you represent that you are doing so.

21.2 An individual may accept this Agreement and hold a license under it, including a sole trader, freelancer or independent contractor acting in the course of their profession. Clause 21.1 excludes consumer use, not use by individuals.

21.3 If you are accepting this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and “you” means that organization. If you do not have that authority, you may accept this Agreement in your own name for Development Use under Schedule A, including evaluation and development in connection with the products or services of the organization for which you work, in which case “you” means you personally and your organization is not bound by this Agreement and receives no Production Use or distribution rights. Acceptance by a person with authority to bind the organization is required before that organization holds a Commercial Distribution License or enters into an Order Form.

21.4 You must be at least 18 years of age to accept this Agreement.

21.5 mimik may require evidence of your business or professional capacity before issuing credentials, a License Key or a Commercial Distribution License, and may decline or terminate access where that capacity is not evidenced.

21.6 mimOE Studio is available through third-party application stores. If you obtain mimOE Studio through such a store, you may accept this Agreement and use mimOE Studio for personal or business purposes, clause 21.1 does not apply to you in respect of mimOE Studio, and Schedule E applies. The age requirement in clause 21.4 continues to apply.

21.7 The exception in clause 21.6 is limited to mimOE Studio obtained through an application store. No other component of the Software, and no part of the Global Platform Services, is distributed through an application store, and clause 21.1 applies to all of them without exception, including where you also hold a copy of mimOE Studio obtained through a store.

21.8 If applicable law treats you as a consumer, whether because you obtained mimOE Studio through a third-party application store or otherwise, then nothing in this Agreement excludes or limits any right or remedy that cannot lawfully be excluded or limited, the limits in clauses 16 and 17 apply only to the extent that law permits, and clause 23.1 does not deprive you of the protection of the mandatory law of your country of residence, where you may bring proceedings in the courts of that country.

22 Publicity

22.1 You may state that your product uses mimik technology, in accordance with any trademark guidelines mimik publishes. Neither party may otherwise use the other’s name, logo or trademarks without prior written consent, except that mimik may identify you as a licensee in customer lists and on its website unless you tell mimik in writing not to.

23 General

23.1 This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to clause 21.8, the parties submit to the exclusive jurisdiction of the Superior Court of the State of Delaware and the United States District Court for the District of Delaware, and, in respect of claims within its jurisdiction, the Court of Chancery of the State of Delaware. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. You acknowledge that a breach of clause 5, 6 or 12.1 may cause mimik harm for which damages would not be an adequate remedy.

23.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.3 You may not assign this Agreement without mimik’s written consent. mimik may assign it in connection with a merger, acquisition or sale of substantially all of its assets.

23.4 If any provision is held unenforceable, the remainder continues in effect and the provision is modified to the minimum extent necessary.

23.5 A failure to enforce a provision is not a waiver of it.

23.6 Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment.

23.7 The Software is commercial computer software. Use by or on behalf of the United States government is subject to FAR 12.212 and DFARS 227.7202, and the government acquires only the rights granted to other licensees under this Agreement.

23.8 Notices to mimik must be sent to mimik Technology Inc., 4100 Redwood Road, 20-A-137, Oakland, CA 94619, and to legal@mimik.com. Notices to you will be sent to the address on your Developer Console account or, where you have no account, by posting at the published location of this Agreement.

23.9 Nothing in this Agreement creates a partnership, agency, employment or joint venture relationship.

23.10 This Agreement is the entire agreement between the parties on its subject matter.

Schedule A. Development and Evaluation Use

This Schedule applies to every Licensee.

A.1 You may install and use the Software on Devices for Development Use, without charge, subject to this Agreement. Production Use is not permitted under this Schedule. Use under this Schedule still requires a valid entitlement token under clause 4. mimik issues and renews those tokens without charge for Development Use, as often as you need, so there is no time limit on how long you may develop. You do have to renew each token before it expires, because the Software stops operating when a token lapses.

A.2 This Schedule covers local operation of the Software on Devices only. It does not entitle you to use the Global Platform Services, which require a paid subscription under Schedule D from first use, including during development. Where the Software offers a function that depends on the Global Platform Services, that function is available only under Schedule D.

A.3 There is no limit on the number of Authorized Users who may work with the Software under this Schedule. mimik’s current pricing does not charge per user or per developer. Pricing is not part of this Agreement and is as published by mimik or stated on an Order Form from time to time.

A.4 Any limit on the number of Devices or Nodes available under this Schedule is as stated in the Documentation or in the Developer Console at the time of issue. The validity period of a token issued for Development Use is stated at the point of issue.

A.5 Software provided under this Schedule is provided as is and without warranty. Clause 16.3 applies.

A.6 mimik may change the terms of this Schedule for new Licensees at any time, and for existing Licensees in accordance with clause 20.

Schedule B. mimOE Studio

This Schedule applies if you install mimOE Studio.

B.1 You may install and use mimOE Studio on workstations, including virtual machines, operated by your Authorized Users, for the purpose of developing, testing, demonstrating and deploying applications built on the Software.

B.2 mimOE Studio is a development tool. It is not licensed for deployment as part of your product, and Production Use of mimOE Studio itself is not permitted.

B.3 mimOE Studio is included with Development Use under Schedule A at no charge, and no separate License Key is required. Where a paid edition or a feature of mimOE Studio is licensed separately, that is stated on the Order Form.

B.4 mimOE Studio may bundle one or more AI Models. Clause 8 applies to those models.

B.5 mimOE Studio releases identified as alpha, beta or preview are pre-release software. Clause 16.3 applies.

B.6 Where you obtain mimOE Studio through a third-party application store, that store’s terms govern your acquisition of it, including payment, refunds and delivery, and this Agreement governs your use of it. Schedule E applies. The restrictions in this Schedule, in particular clause B.2, apply to copies obtained through a store in the same way as to copies obtained directly from mimik.

Schedule C. Production and Distribution

This Schedule applies once you hold a Commercial Distribution License.

C.1 Grant

C.1.1 Subject to payment of the applicable fees, mimik grants you a license to deploy the Software in production on Nodes, and to reproduce and distribute the Software in object code form as an incorporated component of your products, to your customers and end users.

C.1.2 The license in C.1.1 is limited to the Device Classes, volumes, territory and term stated on the Order Form.

C.1.3 You may not distribute the Software on a standalone basis, or in a form that allows it to be extracted and used separately from your product.

C.2 Pass-through terms

C.2.1 You will license your products to your customers under terms that provide protections materially equivalent to the following minimum protections for the embedded Software: prohibit reverse engineering except as permitted by law; prohibit separate extraction or redistribution of the Software; grant no rights in the Software beyond use as part of your product; and disclaim warranties and liability on mimik’s behalf to the extent permitted by law.

C.2.2 You will name mimik as a third-party beneficiary of those terms, or otherwise ensure they are enforceable in respect of the Software.

C.2.3 Where you distribute your products to consumers, you are responsible for complying with the consumer protection law applicable to that distribution and for giving your customers the rights they hold under it. Clause 21 restricts who may accept this Agreement and does not restrict who may buy your products.

C.2.4 Where mimik has provided you with the notices file under clause 10.1, you will pass those notices through to your customers.

C.2.5 You will notify mimik promptly on becoming aware of any distribution or use of the Software by your customers or your contractors that does not comply with the terms required by clause C.2.1, and you will take reasonable steps under your own agreements to address it. This clause does not require you to commence legal proceedings.

C.3 Device Classes

The Class applicable to each product is fixed at design time and recorded on the Order Form. Fees per Class are on the Order Form and are not part of this Agreement.

C.3.1 Where a single Node serves other devices that do not themselves run the Software, the Order Form states how those devices are counted. Absent a statement on the Order Form, each served device counts as one Node of the Device Class applicable to that served device.

C.3.2 The number of Nodes for a reporting period is the highest number of instances of the Software running concurrently at any point in that period. Where instances run on a shared host, whether physical or virtual, and whether on your premises or in a cloud environment, the number of Nodes attributable to that host is the greater of that concurrent count and one Node for each unit of host capacity stated on the Order Form. Consolidating instances onto fewer hosts does not reduce the number of Nodes.

C.3.3 An instance that runs for less than sixty consecutive minutes solely for automated build, test or continuous integration purposes is not counted as a Node. All other instances are counted, including instances created and destroyed automatically by an orchestrator or autoscaler.

C.4 Reporting

C.4.1 Clause 14 applies to units manufactured or deployed under this Schedule.

C.4.2 You will include with each report a statement of the Device Class of each product reported.

C.5 Regulated products and High-Risk Activities

C.5.1 Clause 7 applies to distribution under this Schedule. A Commercial Distribution License is not a representation that the Software is suitable for, qualified for or certified for any regulated product or High-Risk Activity, and does not transfer any regulatory obligation to mimik.

C.6 Indemnity

C.6.1 Clause 17.4 applies, and mimik gives no intellectual property indemnity under this Schedule unless an Order Form says otherwise. Where an Order Form grants an indemnity, clause 17.6 governs its scope.

Schedule D. Global Platform Services

This Schedule applies if you use the Global Platform Services.

D.1 mimik will provide the Global Platform Services in accordance with the Documentation. The Global Platform Services are hosted services and are not licensed software. Clauses 12.2 and 12.3 apply to them.

D.2 Access to the Global Platform Services requires credentials issued through the Developer Console and a current paid subscription. Fees are payable from first use, including where your use is Development Use, and there is no free tier. Without a current subscription or a written evaluation entitlement, mimik will not issue the credentials required for access. Clause 4.6 applies to the security of credentials once issued.

D.3 mimik may, at its discretion, issue a written evaluation entitlement permitting use of the Global Platform Services without charge for a stated period, volume or purpose. An evaluation entitlement is not a subscription, confers no rights beyond those it states, and expires on its stated terms. Nothing in this Agreement obliges mimik to issue one.

D.4 mimik will use reasonable efforts to make the Global Platform Services available. mimik gives no availability commitment and no service credits unless an Order Form states otherwise.

D.5 API use is subject to the rate limits stated on your Order Form. Where no Order Form applies, mimik may apply reasonable rate limits and may throttle or suspend access that exceeds them, or that materially degrades the service for other users, with notice where practicable.

D.6 mimik will use reasonable efforts to give at least sixty days’ notice before deprecating a version of a Global Platform Services API that mimik has designated as generally available. This clause does not apply to an API, or a version of an API, that mimik has designated as alpha, beta, preview or experimental, which mimik may change or withdraw at any time.

D.7 Clause 12 and Annex 1 apply to personal data processed through the Global Platform Services.

D.8 mimik may suspend the Global Platform Services for non-payment under clause 13.2, or where necessary to protect the service or comply with law.

Schedule E. Application Store Distribution

This Schedule applies if you obtain mimOE Studio through a third-party application store. It applies to mimOE Studio only. No other component of the Software is distributed through an application store.

In this Schedule, references to the Software are to mimOE Studio.

E.1 This Agreement is between you and mimik only, and not with the application store operator. mimik, and not the store operator, is responsible for the Software.

E.2 The store operator has no obligation to furnish maintenance or support for the Software.

E.3 If the Software fails to conform to any applicable warranty, you may notify the store operator, which may refund the purchase price. To the maximum extent permitted by law, the store operator has no other warranty obligation.

E.4 The store operator is not responsible for addressing any claim by you or a third party relating to the Software, including product liability claims, claims that the Software fails to conform to a legal or regulatory requirement, and claims under consumer protection legislation.

E.5 The store operator is not responsible for the investigation, defense, settlement or discharge of any third-party claim that the Software infringes intellectual property rights.

E.6 You represent that you are not located in a country subject to comprehensive sanctions and are not a restricted party, consistent with clause 18.3.

E.7 The store operator and its subsidiaries are third-party beneficiaries of this Schedule and may enforce it against you.

E.8 Nothing in this Schedule or in this Agreement limits any statutory right you have as a consumer, including any right of withdrawal, cancellation or refund operated by the store. Clause 21.8 applies.

Annex 1. Data Processing Addendum

The mimik Data Processing Addendum governs the processing of personal data by mimik on behalf of the Licensee where mimik acts as a processor. mimik makes it available on request and it forms part of this Agreement on execution.

Version history

Each version keeps a permanent address, so you can read the text you accepted.

• Version 3.0 — effective August 13, 2026 (current)