END USER LICENSE AND SERVICES

TERMS AND CONDITIONS

Customer agrees to be bound by the following terms and conditions (this “Agreement”) in connection

with its purchase and use of Toto Labs LLC’s (“Toto Labs”) Products and Services.

1. DEFINITIONS

1.1 “Product” means the Toto Labs product listed on a Product Order Form. Products consist of (i)
Software or (ii) hardware along with Software embedded thereon.
1.2 “Software” means the software products provided by Toto Labs to Customer and which are listed on
a Product Order Form and all updates, enhancements, bug fixes and new releases thereto. Software is
licensed to Customer either on a stand-alone basis or as embedded on a hardware Product.
1.3 “Documentation” means the published and generally available user manuals and written materials
Toto Labs delivers or makes available with the Products.
1.4 “Product Order Form” means each Toto Labs ordering document signed by the duly authorized
representatives of Customer and Toto Labs which identifies the Products and Services ordered by
Customer from Toto Labs, sets forth the price to be paid for such Products and Services and contains
additional terms and conditions regarding Customer’s use of such Products and Services.
1.5 “Services” means Toto Labs’s Maintenance and Support Services and Professional Services as
described on Exhibit A.

2. SOFTWARE LICENSE

2.1. License. Subject to the terms and conditions of this Agreement, Toto Labs hereby grants to Customer
a non-exclusive, non-transferable license solely in the United States to use the Software solely for
Customer’s internal business purposes and only in accordance with the applicable Documentation.
Customer shall ensure that its use of the Software does not exceed the number of IP scans or other
restrictions licensed and paid for by Customer (such number shall be set forth on the applicable Product
Order Form). The term of Customer’s license shall be set forth on the Product Order Form (the “License
Term”). If no License Term is specified, then Customer’s license shall be deemed a perpetual license.
2.2. Delivery and Copies. Delivery shall be deemed to have been made upon either (i) the transfer of the
Product by Toto Labs to its shipping agent, or (ii) the receipt of electronic confirmation by Toto Labs that
the electronic mail to Customer containing instructions for downloading the Software from its download
site has been sent. Notwithstanding anything to the contrary herein, Customer may make a reasonable
number of copies of the Software for the sole purpose of backing-up and archiving the Software. Each
copy of the Software is subject to all of the terms and conditions of this Agreement and must contain the
same titles, trademarks, and copyright notices as the original. All shipments are FOB Toto Labs’
designated shipping facility and shall be deemed accepted by Customer upon delivery. Risk of loss and
title to the Toto Labs Products (excluding title to Software which shall remain with Toto Labs) shall pass
to Customer upon delivery to the selected common carrier at Toto Labs’s shipping facility.
2.3. Restrictions. As between the parties, Toto Labs retains all right, title and interest in and to the
Software and in all copies, modifications and derivative works of the Software including, without
limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual
property rights. Customer will not and will not allow a third party to: (i) decompile, reverse engineer,
disassemble or otherwise attempt to derive, analyze or use any source code or underlying ideas or
algorithms related to the Software by any means whatsoever, except and only to the minimal extent the
provisions of this Section are expressly prohibited by applicable statutory law; (ii) remove any product
identification, copyright or other notices in the Software or on any Product, or (iii) provide, lease, lend,
use for timesharing or service bureau purposes or otherwise use or allow others to use the Software or
Product to or for the benefit of third parties. Customer agrees to hold in confidence, not disclose, and not
use the Software, the Product or related technology, ideas, algorithms or information except as expressly
permitted herein. Customer recognizes and agrees that there is no adequate remedy at law for a breach of
this Section 2.3 and that such breach would irreparably harm Toto Labs for which monetary damages
would not be an adequate remedy and that Toto Labs is entitled to equitable relief in addition to any other
remedies.

3. FEES AND PAYMENT TERMS; SERVICES

3.1. Customer shall pay Toto Labs the fees, charges and other amounts specified on the Product Order Form in

accordance with the payment terms set forth on the Product Order Form. Customer shall also pay all

reasonable travel and out-of-pocket expenses incurred by Toto Labs in connection with any Services

rendered. Overdue balances are subject to a service charge equal to the lesser of 1.5% per month or the

maximum legal interest rate allowed by law. Customer shall be responsible for all shipping costs and

taxes levied on any transaction under this Agreement, including, without limitation, all federal, state, and

local sales taxes, levies and assessments, excluding, however, any taxes based on Toto Labs’s income. If

a Product Order Form states that Customer has also purchased Toto Labs’s Services then Toto Labs shall

provide such applicable Services in accordance with the terms set forth herein and the additional terms

and conditions set forth on Exhibit A hereto.

4. CONFIDENTIALITY

4.1. Confidential Information. During the term of this Agreement, each party will regard any
information provided to it by the other party and designated in writing as proprietary or confidential to be
confidential (“Confidential Information”). Confidential Information shall also include information which,
to a reasonable person familiar with the disclosing party’s business and the industry in which it operates,
is of a confidential or proprietary nature. A party will not disclose the other party’s Confidential
Information to any third party without the prior written consent of the other party, nor make use of any of
the other party’s Confidential Information except in its performance under this Agreement. Each party
accepts responsibility for the actions of its agents or employees and shall protect the other party’s
Confidential Information in the same manner as it protects its own valuable confidential information, but
in no event shall less than reasonable care be used. The parties expressly agree that the Software and the
terms and pricing of this Agreement are the Confidential Information of Toto Labs. The receiving party
shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach
hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.
4.2. Exclusions. Information will not be deemed Confidential Information hereunder if such information:
(i) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (ii)
becomes known to the receiving party directly or indirectly from a source other than one having an
obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly
available, except through a breach of this Agreement; or (iv) is independently developed by the receiving
party. The receiving party may disclose Confidential Information pursuant to the requirements of
applicable law, legal process or government regulation, provided that it gives the disclosing party
reasonable prior written notice to permit the disclosing party to contest such disclosure, and such
disclosure is otherwise limited to the required disclosure.

5. LIMITED WARRANTY

5.1. Warranty. Toto Labs warrants that (a) for a period of ninety (90) days following the initial delivery
of the Products to Customer the Products will perform in conformity with its Documentation, in all
material respects, and (b) all Services will be provided with reasonable skill and care conforming to
generally accepted industry standards. Such warranty does not apply to Products that have been damaged,
mishandled, mistreated, altered or used or maintained or stored other than in conformity with the
Documentation.
5.2. No Other Warranty. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE,
QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.
5.3. Remedy. If the above warranties are breached, Toto Labs will, at its option and at no cost to
Customer, (a) provide remedial services necessary to enable the Products or Services to conform to the
warranty, or (b) replace any defective Products, or (c) refund amounts paid by Customer and received by
Toto Labs in respect of the defective Products or Services. Customer will provide Toto Labs with a
reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects.
Customer will notify Toto Labs promptly in writing of any breach of warranty. The remedies set out in
this subsection are Customer’s sole remedies for breach of the above warranties.

6. LIMITATION OF LIABILITY

6.1. Consequential Damage Waiver. Except as may arise out of either party’s breach of Section 4 or
Customer’s breach of Section 2.3 above, neither party nor any of Toto Labs’s licensors will be liable to
the other or any third party for loss of profits, or special, indirect, incidental, consequential or exemplary
damages, including costs, in connection with the supply, use or performance of the Products or Services,
or the performance of its other obligations under this Agreement, even if it is aware of the possibility of
the occurrence of such damages.
6.2. Limitation of Liability. In any event, the total cumulative liability of Toto Labs (including any of its
suppliers) to Customer for any claim under this Agreement, whether it arises by statute, contract or
otherwise, will not exceed the amounts paid by (and not otherwise refunded to) Customer to Toto Labs
under this Agreement for the Products or Services which form the subject of the claim. The provisions of
this Agreement allocate risks between the parties. The pricing set forth herein reflects this allocation of
risk and the limitation of liability specified herein.

7. USAGE VERIFICATION

7.1. Usage Verification. At Toto Labs’s written request, and no more than every six (6) months,
Customer shall provide Toto Labs with a signed certification verifying that the Products are being used
pursuant to the provisions of this Agreement. In addition to the foregoing, at Toto Labs’s written request,
and no more than annually, Customer will permit Toto Labs to review and verify Customer’s records,
deployment and use of the Products for compliance with the terms and conditions of this Agreement, at
Toto Labs’s expense. Any such review shall be scheduled at least ten (10) days in advance, shall be
conducted during normal business hours at Customer’s facilities, and shall not unreasonably interfere with
Customer’s business activities.

8. TERMINATION

8.1. This Agreement or an individual license granted hereunder may be terminated (a) by mutual
agreement of Toto Labs and Customer, (b) by either party if the other party is adjudicated as bankrupt, or
if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty
(60) days of such filing, or (c) by either party if the other party materially breaches this Agreement and
fails to cure such breach to such party’s reasonable satisfaction within thirty (30) days following receipt
of written notice thereof. Customer’s license to use the Software shall also terminate upon the expiration
of the License Term. Upon any termination of this Agreement or a license granted hereunder by Toto
Labs, all applicable licenses are revoked and Customer shall immediately cease use of the applicable
Software and certify in writing to Toto Labs within thirty (30) days after termination that Customer has
destroyed or returned to Toto Labs such Software and all copies thereof. Termination of this Agreement
or a license granted hereunder shall not limit either party from pursuing any remedies available to it,
including injunctive relief, or relieve Customer of its obligation to pay all fees that have accrued, have
been paid, or have become payable by Customer hereunder. All provisions of this Agreement which by
their nature are intended to survive the termination of this Agreement shall survive such termination.

9. INDEMNIFICATION

9.1. Indemnification. Toto Labs will defend and indemnify, at its own expense, any third party claim
against Customer that arises due to a claim that the Product infringes any valid United States copyright or
involves the misappropriation of a trade secret. Toto Labs will pay such damages or costs as are finally
awarded against Customer or agreed to in settlement for such claim provided that Customer gives Toto
Labs: (a) written notice of any such claim or threatened claim within ten (10) days of Customer being
made aware of the claim or threat; (b) sole control of the defense, negotiations and settlement of such
claim; and (c) full cooperation in any defense or settlement of the claim (at Toto Labs’s cost). Toto Labs
will not be liable for the settlement of a claim made without Toto Labs’s prior written consent.
If Customer’s use of the Product results in, or in Toto Labs’s opinion is likely to become subject to a
claim of infringement or misappropriation, then Toto Labs will, at its sole option and expense, either: (i)
obtain for the Customer the right to continue using the Product; (ii) replace or modify the Product so that
it is non-infringing and substantially equivalent in function to, and interchangeable with, the enjoined
Product; or (iii) if options (i) and (ii) above cannot be accomplished despite the reasonable efforts of Toto
Labs, then Toto Labs may terminate Customer’s rights and Toto Labs’s obligations under this Agreement.
When option (iii) is elected, Toto Labs will refund all collected license fees under this Agreement for the
infringing Product on a monthly declining straight-line basis over a forty-eight (48) month period from
delivery. THE RIGHTS GRANTED TO CUSTOMER UNDER THIS SECTION 9 SHALL BE
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT BY
THE PRODUCT OF ANY PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT.
9.2. Exclusions. Toto Labs shall have no obligation under this Section 9 with respect to any claim of
infringement or misappropriation based upon: (i) combination of the Product with products, programs or
data not furnished by Toto Labs where, but for the combination, the claim would have been avoided; (ii)
any modification of the Product not performed by Toto Labs, if such claim would have been avoided by
use of the unmodified Product; (iii) compliance by Toto Labs with Customer’s custom requirements or
specifications if and to the extent such compliance with Customer’s custom requirements or specifications
resulted in the infringement of a third party’s patent(s); or (iv) failure of Customer to use a replacement
Product provided by Toto Labs to Customer in a timely manner to avoid such claim of infringement or
misappropriation.

10. GENERAL PROVISIONS

10.1. Miscellaneous. (a) This Agreement shall be construed in accordance with and governed for all
purposes by the laws of the State of Nevada; (b) this Agreement, along with the accompanying Product
Order Forms constitutes the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both written and oral. Any
terms and conditions in Licensee’s purchase order, which may or may not become available, shall be of
no force or effect; (c) this Agreement may not be modified except by a writing signed by each of the
parties; (d) the parties hereto agree that only the Nevada courts located in Clark County (Las Vegas),
either federal or state, shall have exclusive jurisdiction over this Agreement and any controversies arising
out of this Agreement; (e) in case any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement but this Agreement shall be
construed as if such invalid, illegal or other unenforceable provision had never been contained herein; (f)
Customer shall not assign its rights or obligations hereunder without Toto Labs’s advance written
consent; (g) subject to the foregoing subsection (f), this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and permitted assigns; (h) no waiver of any right
or remedy hereunder with respect to any occurrence or event on one occasion shall be deemed a waiver of
such right or remedy with respect to such occurrence or event on any other occasion; and (i) the headings
to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or
construction of this Agreement.
10.2. Export; Compliance with Law; ITAR. Customer acknowledges that the export of any Product is
subject to export or import control and Customer agrees that any Product or the direct or indirect product
thereof will not be exported (or re-exported from a country of installation) directly or indirectly, unless
Customer obtains all necessary licenses from the U.S. Department of Commerce or other agency as
required by law. To the extent that any Product constitutes, contains, or is associated with a “defense
article,” “defense service,” or “technical data” as defined under the International Traffic in Arms
Regulations (“ITAR”), 22 C.F.R. Parts 120–130, Customer shall comply with all applicable ITAR
requirements, including, without limitation, registration with the Directorate of Defense Trade Controls
(“DDTC”) if required, and the prohibition on transfer of ITAR-controlled items to unauthorized foreign
persons, whether within or outside the United States, without the prior written authorization of the DDTC
or other applicable governmental authority. Customer shall promptly notify Toto Labs in writing if
Customer determines or has reason to believe that any Product is or may become subject to ITAR, and
shall indemnify and hold Toto Labs harmless from any liability, penalty, or cost arising from Customer’s
failure to comply with ITAR or any other applicable export-control regulation. Customer acknowledges
that the Products can be configured by the user to obtain access to information using penetration
techniques that may cause disruption in systems or services and may cause data corruption. Denial of
Service attacks may be run on command that will attempt to render systems and services unavailable to
authorized users. Customer specifically agrees that the Product will only be used to target devices under
the authorized control of the Customer and in a way in which damage to systems or loss of access or loss
of data will create no liability for Toto Labs or any third party. Customer further agrees to adhere to all
federal, state and local laws and regulations governing the use of network scanners, vulnerability
assessment software products, hacking tools, encryption devices, and related software in all jurisdictions
in which systems are scanned or scanning is controlled.
10.3. Government Restricted Rights. This Section 10.3 applies to all acquisitions of the Software by or
for the federal government, or by any prime contractor or subcontractor (at any tier) under any contract,
grant, cooperative agreement or other activity with the federal government. The Software was developed
at private expense and is Commercial Computer Software, as defined in Section 12.212 of the Federal
Acquisition Regulation (48 CFR 12.212 (2026)) and Sections 227.7202-1 and 227.7202-3 of the Defense
Federal Acquisition Regulation Supplement (48 CFR 227.7202-1, 227.7202-3 (2026)). Accordingly, any
use, duplication or disclosure by the Government or any of its authorized users is subject to restrictions as
set forth in this standard license agreement for the Software. If for any reason, Sections 12.212, 227.7202-
1 or 227.7202-3 are deemed not applicable, then the Government’s rights to use, duplicate or disclose the
Software are limited to “Restricted Rights” as defined in 48 CFR Section 52.227-19(c)(1) and (2) (June
1987), or DFARS 252.227-7014(a)(14) (2026), as applicable. If this Agreement fails to meet the
government’s needs or is inconsistent in any respect with Federal law, the government agrees to return the
Software, unused, to Toto Labs. Manufacturer is Toto Labs LLC, 7688 Spencer Street, Las Vegas, NV
89123, USA.
10.4. Relationship of the Parties. Toto Labs and Customer are independent contractors, and nothing in
this Agreement shall be construed as making them partners or creating the relationships of employer and
employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither
party shall make any contracts, warranties or representations or assume or create any obligations, express
or implied, in the other party’s name or on its behalf.
10.5. Force Majeure. Except for the obligation to make payments, nonperformance of either party shall
be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts
or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the
reasonable control of the non-performing party.
10.6. Notices. Any demand, notice, consent, or other communication required by this Agreement must be
given in writing and shall be deemed delivered upon receipt when delivered personally or upon
confirmation of receipt following delivery by a nationally recognized overnight courier service, in each
case addressed to the receiving party at its address set forth on the applicable Product Order Form. Either
party may change its address by giving written notice of such change to the other party.

EXHIBIT A

SERVICES

1. Definitions

For purposes of this Exhibit A, the following terms shall have the following meanings:

1.1 “Updates” means any subsequent release of the Software, which Toto Labs generally provides to its
customers who are enrolled in, and fully paid-up under, Maintenance and Support Services. Updates do
not include any Software that is marketed and priced separately by Toto Labs.
1.2 “Work Product” means any and all work product, deliverables, programs, interfaces, modifications,
configurations, reports, or documentation developed or delivered by Toto Labs in connection with its
performance of Professional Services.

2. Maintenance and Support Services

2.1 Generally. Customer may purchase Toto Labs’s Maintenance and Support Services, for so long as
Toto Labs offers such Maintenance and Support Services to its customers generally, by executing a
Product Order Form with Toto Labs for such Maintenance and Support Services. Such Maintenance and
Support Services shall have an initial term as set forth on the Product Order Form. Thereafter, such
Maintenance and Support Services may be renewed by the parties.
2.2 Technical Support. Toto Labs will provide Customer with technical support (“Support”) by the
following methods: through its customer care website or by telephone. Support will include: (i) assistance
related to questions on the installation and operational use of the Product; (ii) assistance in identifying and
verifying the causes of suspected errors in the Product; and (iii) providing workarounds for identified
Product errors or malfunctions, where reasonably available to Toto Labs. Customer will designate the
contact information of up to two (2) individuals to act as support liaisons to utilize the Support and will
ensure that such persons will be properly trained in the operation and usage of the Product; Toto Labs will
not be obligated to provide Support services to any other individuals. Customer agrees to provide
reasonable access to all necessary personnel to answer questions about any problems reported by
Customer regarding the Product. Customer agrees to promptly implement all updates and error
corrections provided by Toto Labs under this Agreement. Customer may contact Customer Support
directly between the hours of 8:30 a.m. and 5:30 p.m., Eastern time, Monday through Friday, excluding
Toto Labs holidays. In addition, Toto Labs will provide Customer with an authorized account to access
Toto Labs’s customer care web site, when available. Toto Labs’s Software support obligation is limited to
the current production release only.
2.3 Updates. At all times while Customer is enrolled in Toto Labs’s Maintenance and Support Services,
Toto Labs shall make available all Updates to Customer. Maintenance and Support Services are provided
only for the current release of the Software and all other releases whose version number begins with
either the same number or the previous number left of dot (“.”), and do not apply to any Work Product
that may be provided by Toto Labs to Customer as part of Professional Services. If Toto Labs provides
support for earlier versions of the Software or for Work Product, such support will be treated, billed, and
paid for, as Professional Services. Toto Labs makes no representation or warranty that all bugs will be
fixed or all Software will be updated.
2.4 Customer Obligations. Customer agrees to allow the applicable scanning console to initiate
outbound communications as specified in the applicable Product documentation, including connections to
Toto Labs’s update and support servers. Scanning engines must be able to communicate to the systems
they are scanning. Ideally there should be no firewalling, NAT, filtering, or IPS between the scanning
engine and the target systems being scanned, as the presence of these will interfere with scan results. In
the event that Customer is unable to or refuses to allow for the required communications, Toto Labs may
terminate Customer’s Maintenance and Support Services.

3. Professional Services

3.1 Professional Services. Toto Labs shall provide Customer certain Professional Services, such as
installation, configuration, consulting, training and external scanning, if and as specified on a Product
Order Form or a separate statement of work (SOW) executed by the parties. All changes to an SOW must
be approved by both parties in writing. Unless otherwise provided on a Product Order Form for
Professional Services, Customer is responsible for installing and configuring all Software. Toto Labs shall
have sole discretion in staffing the Services and may assign the performance of any portion of the
Services to any subcontractor; provided that Toto Labs shall be responsible for the performance of any
such subcontractor. Customer shall designate at least one employee with knowledge of Customer’s
business and Toto Labs’s technology and services as its primary contact to be available for
communication with Toto Labs in providing the Services. Customer will cooperate with Toto Labs, will
provide Toto Labs with accurate and complete information, will provide Toto Labs with such assistance
and access as Toto Labs may reasonably request, and will fulfill its responsibilities as set forth in this
Agreement and the SOW or Product Order Form, as the case may be.
3.2 Work Product. Customer will have a non-exclusive, non-transferable license to use any Work
Product developed by Toto Labs in the performance of the Professional Services and delivered to
Customer, upon Customer’s payment in full of all amounts due for such Work Product. Toto Labs retains
ownership of all information, software and other property owned by it prior to this Agreement or which it
develops independently of this Agreement and all Work Product compiled or developed by Toto Labs in
the performance of this Agreement.