Software Pilot Program Terms

By checking the acceptance box on the website, the person accepting these Terms confirms that they are authorized to bind the participating lender and agrees to these Terms on the date of electronic acceptance (the "Effective Date"). The participating lender is referred to as "Lender" and WemaWare, Inc. is referred to as "Company".

1. Purpose, Term, Fees and Commercial Option

1.1 Evaluation Objective

Company has developed a proprietary software-as-a-service loan management platform (the "Software"). Lender desires to participate in a limited-duration pilot evaluation program to test the Software's borrower onboarding, document analysis, bank statement analysis, and workflow automation capabilities and to assist Company in assessing functionality, workflow performance, and user experience.

1.2 Pilot Term

The evaluation period shall commence on the Effective Date and automatically expire thirty (30) days thereafter ("Pilot Term"), unless extended by mutual written agreement or terminated earlier pursuant to Section 7. Company's standard pricing already includes a one-month free trial; any pilot period granted beyond that 30-day window is a discretionary extension and does not create a right to continued free use.

1.3 No Cost and Fees

The Pilot Program is provided to Lender free of charge ($0) during the Pilot Term. Neither party shall owe any monetary compensation, license fees, or royalties to the other for access to or evaluation of the Software under this Agreement.

1.4 Commercial License Option and Preferred Pricing

Upon expiration or successful completion of the Pilot Term, Lender shall have the option to transition to a commercial license. If Lender elects to subscribe within thirty (30) days following expiration of the Pilot Term, Company shall grant Lender a ten percent (10%) discount off Company's then-current published list prices. Based on the modules piloted, the parties anticipate an initial commercial tier of Starter, subject to borrower volume, portfolio size, and support scope. Any commercial access shall be governed exclusively by a separate commercial license agreement.

2. License Grant, User Limits and Restrictions

2.1 Limited Evaluation License

Company grants Lender a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for internal evaluation, functional workflow testing, and operational validation during the Pilot Term.

2.2 Authorized Users

Access is limited to a maximum of five (5) named individual users, drawn from Lender's underwriting, operations, credit, and management teams, who are current, direct employees of Lender ("Authorized Users"). Lender shall ensure all Authorized Users comply with the obligations, restrictions, and confidentiality duties in this Agreement, and Lender remains fully responsible for their acts and omissions.

2.3 Restrictions

Lender shall not, and shall ensure Authorized Users do not:

reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying architecture of the Software;
rent, lease, sublicense, resell, or distribute access to the Software beyond the designated Authorized Users; or
use the Software to make automated adverse-action, underwriting, or credit decisions without Lender's own human review and governance controls.

3. Feedback and Intellectual Property

3.1 Feedback Obligation

Lender agrees to provide periodic feedback, operational reports, performance evaluations, and feature requests ("Feedback") to Company during the Pilot Term, including through the weekly review calls contemplated for this pilot.

3.2 IP Ownership

Company retains all right, title, and interest in and to the Software, any updates, and all Feedback. Lender hereby assigns to Company all right, title, and interest in and to any Feedback provided, and Company will not publicly identify Lender as the source of any Feedback without Lender's consent.

4. Data Protection, Data Handling and Regulatory Compliance

4.1 Lender Data Ownership

Lender retains ownership of all data, records, or files uploaded to the Software ("Lender Data"), including borrower files, business customer files, and guarantor details.

4.2 Production-Limited Data Use

Unlike a purely sandbox pilot, this Agreement authorizes limited use of live borrower data (a "Production-Limited Pilot"), provided that:

Lender retains human review and approval over all lending decisions;
the Software is not used as the sole basis for underwriting, adverse-action, or regulatory compliance determinations;
no production payment processing, automated collections, or direct bank integrations are enabled; and
no special or sensitive categories of personal data are uploaded unless separately authorized in writing.

4.3 Personal Data

To the extent Company processes personal data on Lender's behalf, the parties will execute a Data Processing Addendum consistent with applicable data protection law before any live borrower data is uploaded.

4.4 Regulatory Compliance Responsibilities

Lender acknowledges it operates under its own local and national legal, statutory, and regulatory regimes, including banking, consumer credit, lending, fair credit reporting, anti-money laundering, and data privacy regulations, and is solely responsible for ensuring its operations comply with all applicable laws. Company makes no representation that the Software satisfies any specific regulatory requirement applicable to Lender's business.

5. Confidentiality

5.1 Confidential Information

Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party. The Software's design, features, user interface, workflow architecture, documentation, performance benchmarks, and security mechanisms are deemed Confidential Information of Company. Lender Data and customer information are deemed Confidential Information of Lender.

6. Disclaimer of Warranties and Limitation of Liability

6.1 AS-IS Evaluation

The Software is provided on an "as is" and "as available" basis for pilot evaluation purposes only. Company expressly disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

6.2 Waiver of Consequential Damages

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, nor for loss of revenue, profit, or business interruption arising from this Agreement.

6.3 Liability Cap and Specific Exclusions

Each party's total aggregate liability arising out of this Agreement shall not exceed $5,000 USD, reflecting the fact that live borrower data is in scope, unlike a pure sandbox pilot. This cap does not apply to: (i) a party's breach of its confidentiality obligations under Section 5; or (ii) unauthorized disclosure, misuse, or breach of Lender Data or Company's proprietary information.

7. Term and Termination

7.1 Termination at Will

Either party may terminate this Agreement at any time, with or without cause, upon three (3) days' written notice.

7.2 Effect of Termination

Upon expiration or termination, Lender's and its Authorized Users' right to access the Software shall immediately cease unless the parties execute a separate commercial license agreement pursuant to Section 1.4. Company shall make Lender Data available for export for fourteen (14) days following termination, after which Company may permanently delete or scrub Lender Data from the pilot environment, subject to applicable legal retention requirements.

8. Governing Law, International Dispute Resolution and Compliance

8.1 Sanctions and Export Control Compliance

Lender represents that neither it nor any of its Authorized Users, parent entities, or affiliates are located in, under the control of, or a national or resident of any country or territory subject to comprehensive trade sanctions or export controls, nor listed on any restricted party list.

8.2 Governing Law

This Agreement shall be governed by the laws of Delaware, USA, without regard to conflict-of-law principles.

8.3 Dispute Resolution

Any dispute shall be finally settled by binding arbitration under the ICC Rules of Arbitration by one arbitrator. The seat of arbitration shall be London and the language of the proceeding shall be English.

8.4 Governing Language

This Agreement is made available in English, which shall be the controlling language for all interpretations, disputes, and enforcement actions.