SaaS Addendum

Effective Date: August 20, 2025

This addendum (“SaaS Addendum“) is incorporated into and made part of the Master Services Agreement or other written or electronic agreement entered into by and between Material and Client (“Agreement“). It applies to Client’s use of any of Material’s software-as-a-service products or offerings under the Agreement or otherwise (collectively, the “SaaS Offering“). This SaaS Addendum is a part of, subject to, and governed by terms and conditions of the Agreement, including, without limitation, terms relating to indemnification and limitations of liability. Capitalized terms used but not defined herein shall have the meanings ascribed elsewhere in the Agreement. Unless expressly stated otherwise, this SaaS Addendum shall prevail over any conflicting terms in the Agreement.

By using or accepting delivery of the SaaS Offering, Client agrees to the terms of this SaaS Addendum.

1. Purpose and Scope.

This SaaS Addendum governs Client’s use of the SaaS Offering. Each SaaS Offering is designed for use with respect to the application or use case described in the documentation or other materials supplied by Material with respect thereto, in each case solely for Client’s internal lawful business-to-business use (the “Purpose”). The SaaS Offering is not designed, marketed, or intended for use by individual consumers, the general public, or in any consumer applications, and any such use is expressly prohibited. This SaaS Addendum establishes the terms for responsible use, intellectual property rights, and limitations associated with the SaaS Offering.

2. Term and Termination.

This SaaS Addendum shall remain in effect for the subscription term of the SaaS Offering (as set forth in an SOW or order form between Client and Material) and for such longer period in which the SaaS Offering is used by Client, unless terminated in accordance with the terms of the applicable SOW or order form (the “Term”).

3. License.

Material grants Client a limited, non-exclusive, non-transferable license to access and use the SaaS Offering solely for the Purpose during the Term.
This license does not grant Client any rights to the underlying Material IP related to the SaaS Offering.

4. Intellectual Property and Proprietary Rights.

Notwithstanding any provisions to the contrary in the Agreement or Section 5 of this SaaS Addendum, as between Material and Client, Material retains exclusive ownership and control of all intellectual property rights, including but not limited to copyrights, patents, trade secrets, and trademarks, related to the SaaS Offering, including but not limited to its underlying technology, algorithms, source code, model weights, the systematic approaches, methodologies, techniques, and processes used to develop, refine, or improve the SaaS Offering, any public, proprietary, purchased, or synthetic data used in relation to the SaaS Offering, and any improvements or modifications thereof (“Material IP”).
To the extent relevant to the functionality of the particular SaaS Offering, Material may integrate the SaaS Offering with other data sources and systems not owned by either Material or Client. Any intellectual property related to these data sources or systems are subject to the rights of their respective owners. Material does not claim ownership over such third-party data sources and systems, nor any intellectual property rights therein. Material’s use of these external data sources and systems is governed by separate agreements with the respective owners or licensors. Client acknowledges that the availability and content of these external data sources may be subject to change or discontinuation beyond Material’s control. Material shall make commercially reasonable efforts to ensure that its use of external data sources and systems complies with applicable laws and the terms of use set forth by the respective owners or licensors.
Client acknowledges that the Material IP constitutes valuable trade secrets of Material and shall be treated as Confidential Information.

5. Inputs and Outputs.

As between Client and Material, Client retains all right, title, and interest in and to any data, prompts, or other materials it submits through the SaaS Offering, and to any Client-owned or Client-supplied data or information which is otherwise linked to, uploaded, or incorporated into the SaaS Offering (“Inputs”).
Any responses or other outputs, whether based on the Inputs or otherwise, generated by the SaaS Offering (“Outputs”) are provided as-is. As between Client and Material, but subject to Sections 5(c) and 7 below as it relates to usage of the same, Client retains all right, title, and interest in and to any Outputs.
Subject to the terms of this Agreement: (1) Client may use the Outputs solely for the Purpose; and (2) Material may use the Input and Outputs solely to provide and improve the SaaS Offering, including enhancing performance, provided that where the SaaS Offering involves AI Technology, such use: (i) does not incorporate Client’s Inputs in any cross-client model or shared model weights; and (ii) does not expose Client’s Inputs to any public model training datasets.
Client may request a return or deletion of the Inputs at any time, it being acknowledged that such return or deletion may impact the functionality of the SaaS Offering. Material reserves the right to purge the Inputs from its systems at any time beginning ninety (90) days following the expiration, termination, or cessation of Client’s subscription or other use of the SaaS Offering.

6. Artificial Intelligence.

To the extent the SaaS Offering leverages or features natural language processing tools, products, or services, machine learning capabilities, automated decision making technology, models, or similar artificial intelligence software, systems, process, or technology (“AI Technology”), then:

Material (i) shall not co-mingle any of Client’s proprietary data and information which is used with respect to the SaaS Offering into any other artificial intelligence tool, database, or service that renders such data available to unauthorized third-parties; (ii) shall not use Client’s proprietary data to train any generative artificial intelligence models without Client’s prior written approval, other than the model(s) relating to Client’s specific instance of the SaaS Offering; and (iii) shall use commercially reasonable efforts to ensure that the SaaS Offering complies with all industry and government laws, directives, regulations, standards, guidelines, and recommendations applicable to responsible, ethical, non-discriminatory, explainable, fair, accountable, transparent, reliable, secure, privacy-respecting, unbiased, and/or lawful AI Technology development, deployment, and use.
In light of the limitations inherent in AI Technology, prior to use of any Outputs from the SaaS Offering, Client shall review and validate the same for accuracy, appropriate contextual understanding, and appropriate source material reliance.

7. Restrictions on Use.

Client shall not use the SaaS Offering (including any Outputs thereof) to:
1. Violate any applicable laws, rules, or regulations, or third-party rights;
2. Send, transfer, disclose, or submit to Material any personal information, as defined under applicable law, without the prior authorization of Material;
3. Generate, transmit, or store any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of privacy, or racially, ethnically, or otherwise objectionable;
4. Make any decision made by, or substantially influenced by, the SaaS Offering that has a material legal or similarly significant impact on an individual’s rights, obligations, opportunities, or access to essential services. Such decisions are characterized by their potential to significantly affect a person’s legal, economic, social, or personal circumstances;
5. Impersonate any person or entity or falsely state or misrepresent affiliation with a person or entity;
6. Interfere with or disrupt the servers or networks underpinning or connected to the SaaS Offering;
7. Attempt to gain unauthorized access to any portion for the SaaS Offering or any other systems or networks connected to the SaaS Offering that are not Client-facing;
8. Transmit any prompt, software, code, routine, device or other element that does or is designed to disable, compromise, impair, erase, interfere with, deactivate, allow unauthorized access to, deny access to, extricate, expropriate, intercept or repossess any system, hardware, software, information or data or to permit such to be done, including but not limited to any Trojan horse, trap door, back door, virus, ransomware, worm, time bomb, cancelbot, or data poison; or
9. Use any method to extract data from the SaaS Offering other than as authorized by Material.
Client shall not, and shall not permit any third party to:
1. Reverse assemble, reverse engineer, translate, decompile, disassemble, duplicate, engage in model extraction or stealing attacks, or otherwise attempt to derive the model weights, algorithms, or source code of the SaaS Offering.
2. Create derivative works based on Material IP.
3. Access or use the SaaS Offering to build a competitive product or service.
4. Remove, alter, or obscure any proprietary notices or labels on the SaaS Offering.

8. Responsibilities for Client Account.

Client must provide accurate and up-to-date account information.
Client is responsible for all activities that occur under its account, including but not limited to the activities of any end user (each, an “End User”) who is provisioned with an authenticated account under Client’s account (an “End User Account”) or is otherwise provided access to the SaaS Offering through Client’s account portal.
Client may not make account access credentials available to third parties, share individual login credentials between multiple End Users on an account, or resell or lease access to its account or any End User Account.
Client will promptly notify Material if Client becomes aware of any unauthorized access to or use of its account or the SaaS Offering.

9. Compliance and Reporting; Audit Rights.

Client shall promptly report any known or suspected violation of this SaaS Addendum to Material.
Material may request that Client provide information related to its compliance with this SaaS Addendum.
Material shall have the right to maintain and access audit logs of Client’s activity related to the SaaS Offering for the Purpose, including, without limitation, security, compliance, and product/service improvements.
Material shall protect the confidentiality of such logs in accordance with the terms of this Agreement.

10. Amendments and Modifications.

The current version of this SaaS Addendum will be posted at https://materialplus.io/saasterms or within Client’s account portal. Material reserves the sole right to amend or modify this SaaS Addendum at any time by posting a revised version to the above URL or within the portal, at which point the revised version will immediately take effect. If the changes are material, the SaaS Addendum will specify an effective date of no sooner than thirty (30) days after the date of posting. During this thirty (30) day period, Client may terminate this SaaS Addendum by providing written notice to Material. Upon such termination: (i) Client’s access and use of the SaaS Offering shall immediately terminate; and (ii) Material will provide a pro rata refund of any prepaid fees applicable to the terminated SaaS Offering for the period following the effective date of termination. For clarity, no refund will be issued for services under the Agreement not covered by this SaaS Addendum. It is Client’s responsibility to regularly review the above URL and portal. Continued use of the SaaS Offering on or after the effective date constitutes Client’s acceptance of the amended or modified SaaS Addendum.

11. Enforcement Mechanisms.

Material reserves the right to terminate Client access to SaaS Offering if Client fails to adhere to this SaaS Addendum.

12. Feedback.

To the extent Client provides Material with any feedback relating to the SaaS Offering, including but not limited to reporting, flagging, and requests for features, upgrades, or specific capabilities, Client hereby assigns all rights in such feedback to Material, and Material may use that feedback at its own risk and without obligation to Client.